THERMARIGHT – STANDARD TERMS AND CONDITIONS FOR THE SALE OF EQUIPMENT

Effective Date: 16 February 2026

1.1 In these Terms and Conditions:

“Buyer” means the person, firm, or company who purchases Equipment from the Seller;

“Contract” means the contract for the sale and purchase of Equipment formed between the Seller and the Buyer, incorporating these Terms and Conditions;

“Delivery” means the transfer of physical possession of the Equipment to the Buyer or the Buyer’s nominated carrier;

“Equipment” means the machinery, plant, tools, or goods sold by the Seller to the Buyer as specified in the Order Confirmation;

“Order Confirmation” means the Seller’s written acceptance of the Buyer’s order;

“Price” means the price for the Equipment as set out in the Order Confirmation;

“Seller” means Thermaright, a company operating from the United Kingdom (website: https://thermaright.co.uk);

“Terms” means these Standard Terms and Conditions for the Sale of Equipment.

1.2 References to clauses are to clauses of these Terms unless otherwise stated.

1.3 Headings are for convenience only and do not affect the interpretation of these Terms.

2.1 These Terms apply to all sales of Equipment by the Seller to the Buyer and form the entire agreement between the parties.

2.2 No other terms or conditions (including the Buyer’s own terms) shall apply unless expressly agreed in writing by a director of the Seller.

2.3 The Seller reserves the right to amend these Terms at any time. Orders placed after any amendment will be subject to the Terms in force at the time of Order Confirmation.

2.4 By placing an order, the Buyer acknowledges that it has read, understood, and agrees to be bound by these Terms.

3.1 All orders for Equipment must be submitted in writing (including by email) and must include a detailed description of the Equipment required.

3.2 An order constitutes an offer by the Buyer to purchase Equipment subject to these Terms.

3.3 No order shall be binding on the Seller until the Seller issues an Order Confirmation.

3.4 The Seller reserves the right to refuse any order at its absolute discretion.

3.5 The Buyer is responsible for ensuring that the terms of its order are complete and accurate.

4.1 The Price is as set out in the Order Confirmation and is exclusive of VAT, delivery charges, insurance, and any other applicable taxes or levies, which shall be payable by the Buyer in addition.

4.2 The Seller reserves the right to increase the Price to reflect any increase in costs (including raw materials, transport, labour, or regulatory changes) occurring between the date of Order Confirmation and Delivery.

4.3 Unless the Seller has agreed credit terms with the Buyer in writing, payment must be made in full (in cleared funds) before Delivery.

4.4 Where credit terms have been agreed in writing, the Buyer shall pay invoices by the due date stated on the invoice and in accordance with those agreed credit terms.

4.5 The Buyer shall pay all sums due by bank transfer to the Seller’s nominated bank account. Payment by other methods may be accepted at the Seller’s discretion.

4.6 Time for payment is of the essence. If payment is not received by the due date (or, where clause 4.3 applies, prior to Delivery), the Seller reserves the right to:

(a) Suspend or cancel any further deliveries and/or suspend performance of any other contract with the Buyer;

(b) Refuse to release the Equipment for collection and/or withhold Delivery;

(c) Charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate from the due date until payment is received in full;

(d) Claim compensation for debt recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.7 The Buyer may not withhold payment or make any deduction or set-off against the Price without the Seller’s prior written consent.

5.1 Title to the Equipment shall not pass to the Buyer until the Seller has received payment in full (in cleared funds) of the Price and all other sums due from the Buyer to the Seller.

5.2 Until title passes, the Buyer shall:

(a) Hold the Equipment as bailee and fiduciary agent of the Seller;

(b) Store the Equipment separately and in a manner that clearly identifies it as the Seller’s property;

(c) Not remove or obscure any identifying marks on the Equipment;

(d) Maintain the Equipment in satisfactory condition;

(e) Insure the Equipment against all risks for its full replacement value;

(f) Not sell, transfer, charge, or otherwise dispose of the Equipment.

5.3 If the Buyer fails to make payment when due, the Seller may (without prejudice to any other rights) recover or resell the Equipment and may enter the Buyer’s premises to do so.

5.4 Risk in the Equipment shall pass to the Buyer upon Delivery.

6.1 Delivery dates are estimates only and are not guaranteed. The Seller shall use reasonable efforts to meet estimated delivery dates but shall not be liable for any delay.

6.2 Delivery shall take place at the address specified in the Order Confirmation or as otherwise agreed in writing.

6.3 The Buyer shall ensure that adequate access, unloading facilities, and personnel are available at the delivery location.

6.4 Delivery charges shall be as specified in the Order Confirmation and are payable by the Buyer.

6.5 If the Buyer fails to take Delivery or provide adequate delivery instructions, the Seller may:

(a) Store the Equipment at the Buyer’s risk and expense; and/or

(b) Charge reasonable storage and redelivery costs.

6.6 The Buyer shall inspect the Equipment immediately upon Delivery and must notify the Seller in writing within 48 hours of any shortage, damage, or defect. Failure to do so shall constitute acceptance that the Equipment is in good condition and complies with the Order Confirmation.

6.7 Risk: Risk in the Equipment shall pass to the Buyer upon Delivery or, where the Buyer (or its nominated carrier) collects the Equipment, upon collection.

7.1 The Equipment shall correspond with the description of it set out in the Order Confirmation.

7.2 Any descriptions, specifications, illustrations, drawings, and performance data provided by the Seller outside the Order Confirmation are approximate only and are provided for general guidance and shall not form part of the Contract.

7.3 The Seller reserves the right to make changes to the Equipment specification that do not materially affect its quality or performance.

7.4 The Buyer is responsible for ensuring that the Equipment is suitable for its intended purpose.

8.1 The Seller warrants that at the time of Delivery, the Equipment shall:

(a) Be of satisfactory quality (subject to its age and condition if sold as used or refurbished);

(b) Conform in all material respects to the description in the Order Confirmation;

(c) Be free from material defects in materials and workmanship (subject to normal wear and tear).

8.2 Where any Equipment (or any component part of it) is supplied with the benefit of a manufacturer’s or third party warranty, the Seller shall, where applicable, pass through to the Buyer the benefit of such warranty to the extent it is capable of assignment or can otherwise be claimed by the Buyer. Save for clause 8.1 and to the fullest extent permitted by law, the Seller gives no warranty in respect of such manufacturer’s or third party goods beyond any warranty provided by that manufacturer or third party.

8.3 The warranty in clause 8.1 applies only to defects arising under normal use and does not extend to:

(a) Defects caused by misuse, abuse, negligence, improper storage, or failure to follow operating instructions;

(b) Normal wear and tear;

(c) Alterations or repairs carried out by anyone other than the Seller or its authorised agents;

(d) Equipment sold “as seen” or “as is”;

(e) Consumable items or parts subject to regular replacement.

8.4 The warranty period is 90 days from the date of Delivery unless otherwise specified in writing.

8.5 If the Buyer validly claims under clause 8.1 during the warranty period, the Seller’s sole obligation shall be (at its option) to repair or replace the defective Equipment or refund the Price.

8.6 Except as expressly set out in these Terms:

(a) All warranties, conditions, and terms (whether express or implied by statute, common law, or otherwise) are excluded to the fullest extent permitted by law;

(b) The Seller makes no representation or warranty regarding fitness for a particular purpose, merchantability, or compliance with specific regulatory standards unless expressly agreed in writing.

8.7 The Seller’s total liability under or in connection with the Contract (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall not exceed the Price paid for the Equipment.

8.8 The Seller shall not be liable for:

(a) Loss of profits, revenue, business, contracts, or anticipated savings;

(b) Loss of or damage to goodwill or reputation;

(c) Loss of or corruption to data;

(d) Any indirect, special, or consequential loss or damage;

(e) Any claim made against the Buyer by a third party.

8.9 Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

8.10 The Buyer shall indemnify and keep indemnified the Seller against all claims, costs, expenses, and liabilities arising from the Buyer’s use of the Equipment after Delivery.

9.1 The Buyer shall:

(a) Ensure that all information provided to the Seller is accurate and complete;

(b) Use the Equipment only for its intended purpose and in accordance with any operating instructions or guidelines provided;

(c) Comply with all applicable laws, regulations, and safety standards relating to the use of the Equipment;

(d) Obtain all necessary permits, licences, and authorisations for the use of the Equipment;

(e) Not remove, alter, or obscure any safety labels, warnings, or identification marks on the Equipment.

10.1 All intellectual property rights in or relating to the Equipment (including designs, drawings, specifications, and manuals) remain the property of the Seller or its licensors.

10.2 The Buyer shall not reproduce, modify, or use any such intellectual property without the Seller’s prior written consent.

11.1 The Buyer has no right to return Equipment except:

(a) Where the Equipment is faulty and the Buyer claims under the warranty in clause 8; or

(b) With the Seller’s prior written agreement.

11.2 Any return agreed under clause 11.1(b) shall be subject to:

(a) A handling and restocking fee of 20% of the Price;

(b) The Equipment being returned in its original condition and packaging within 14 days of Delivery;

(c) The Buyer paying all return transport costs.

11.3 Once an Order Confirmation has been issued, the Buyer may not cancel the order without the Seller’s written consent. If consent is given, the Seller may charge reasonable cancellation costs (including but not limited to storage, handling, and loss of profit).

12.1 The Seller shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, storm, pandemic, epidemic, war, terrorism, strikes, labour disputes, government action, failure of suppliers, or failure of transport networks.

12.2 If such circumstances continue for more than 90 days, either party may terminate the Contract by written notice.

13.1 Without prejudice to any other rights, the Seller may terminate the Contract or suspend performance with immediate effect by written notice if:

(a) The Buyer fails to pay any sum when due;

(b) The Buyer breaches any material term of the Contract;

(c) The Buyer becomes insolvent, enters administration or liquidation, or ceases to trade.

13.2 Termination shall not affect any rights or liabilities that have accrued prior to termination.

14.1 Where the Equipment is machinery or plant subject to health and safety legislation, the Buyer shall ensure that all operators are suitably trained and competent.

14.2 The Buyer shall carry out all necessary risk assessments and implement appropriate safety measures.

14.3 The Buyer acknowledges that it is solely responsible for compliance with the Health and Safety at Work Act 1974 and all related regulations in respect of the Equipment after Delivery.

15.1 Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

15.2 The Seller’s Privacy Policy (available at https://thermaright.co.uk) sets out how personal data is processed.

16.1 Assignment: The Buyer may not assign, transfer, or subcontract any of its rights or obligations under the Contract without the Seller’s prior written consent.

16.2 Waiver: No failure or delay by the Seller in exercising any right shall constitute a waiver of that right.

16.3 Severance: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Entire Agreement: These Terms and the Order Confirmation constitute the entire agreement between the parties and supersede all prior discussions, agreements, and understandings.

16.5 Variation: No variation of these Terms shall be effective unless made in writing and signed by both parties.

16.6 Third Party Rights: No person other than the Buyer and the Seller shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.7 Notices: All notices must be in writing and delivered by hand, email, or pre-paid first-class post to the party’s registered address. Notices shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by email, at the time of transmission; (c) if sent by post, 48 hours after posting.

17.1 These Terms and the Contract shall be governed by and construed in accordance with the laws of England and Wales.

17.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Company Details:

Thermaright   Website: https://thermaright.co.uk   Email: [email protected]  Telephone: 0800 368 8464

ACKNOWLEDGEMENT

By purchasing Equipment from Thermaright, the Buyer acknowledges that it has read, understood, and agrees to be bound by these Standard Terms and Conditions for the Sale of Equipment.