our terms and conditions of business
Glowsolar subscribes to the Renewable Energy Consumer Code (RECC) a copy of which can be downloaded from http://www.recc.org.uk/ or is available upon written request to Glowsolar.
These terms and conditions of business do not affect your statutory consumer rights.
1. DEFINITIONS AND INTERPRETATION
1.1 In these terms and conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Agreement - means the contract between Glowsolar and the Customer relating to the supply of Materials & Equipment and/or Works & Services, incorporating the Quotation or Sales Order and these terms and conditions;
Charges - means the Materials & Equipment Charges and/or Works & Services Charges;
Commissioning - means the date upon which the System has passed the Commissioning Tests and is deemed complete;
Commissioning Tests - means those tests contemplated by the Commissioning Checklist;
Commissioning Checklist - means the checklist prepared by Glowsolar, detailing the criteria for Commissioning of the System, prepared on the basis that the System shall operate materially in accordance with the Quotation;
Customer - means the person or party detailed in the Quotation or Sales Order;
Design Documents - means any designs relating to the System, including without limitation any technical specifications and site survey documents;
Materials & Equipment - means the goods, materials and equipment detailed in the Quotation or Sales Order;
Materials & Equipment Charges - means those charges detailed in the Quotation or Sales Order relating to the supply of the Materials & Equipment;
Normal Working Hours - means the hours of 8:00am to 6:00pm, Monday to Friday, excluding bank holidays;
Order Form - means the document provided by Glowsolar accompanying the Quotation and these terms and conditions, which once signed by the Customer forms conclusive proof of the Agreement;
Payment Terms - means the Payment Terms detailed in the Order Form;
Programme of Works - means the schedule for performance of the Works & Services agreed by Glowsolar and the Customer including a site start date, expected duration of works together with the definition of the scope, timing and interface of works to be supplied by others;
Quotation - means the quotation documentation, which may comprise: (i) a covering letter from Glowsolar; (ii) a summary of the Materials & Equipment and Works & Services to be supplied; (iii) details of the Charges; (iv) the Design Documents (if any), and (v) any other documents which relate to the System or Agreement (if any);
Sales Order - means the sales order documentation, which may comprise: (i) a summary of the Materials & Equipment to be supplied; ii) details of the Charges, and iii) any other documents which relate to the System or Agreement (if any);
Glowsolar means Glowsolar at the registered business address 151 Arundel Drive, Poulton Le Fylde, Lancashire, FY67TS
System - means the renewable energy system comprising the Materials & Equipment, detailed in the Quotation;
Works & Services - means the supply and/or installation of a System in accordance with the Quotation;
Works & Services Charges - means those charges detailed in the Quotation relating to the supply of the Works & Services;
1.2 In these terms and conditions:
1.2.1 any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;
1.2.2 references to any gender includes any other gender and the singular includes the plural and vice versa;
1.2.3 the headings are for ease of reference only and shall not affect the construction or interpretation;
2. APPLICATION OF TERMS AND CONDITIONS
2.1 This Agreement shall be on these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Customers purchase order, confirmation of order, specification or other document shall form part of this Agreement simply as a result of such document being referred to in this Agreement.
2.3 The Quotation is given on the basis that no Agreement shall come into existence until Glowsolar despatches an acknowledgement of order to the Customer. The Quotation is valid for a period of thirty (30) days only from its date, provided that Glowsolar has not previously withdrawn it.
3.1 Subject to these terms and conditions, in consideration for payment of the:
3.1.1 Materials & Equipment Charges, Glowsolar shall supply the Materials & Equipment; and
3.1.2 Works & Services Charges, Glowsolar shall supply the Works & Services.
3.2 Glowsolar shall supply the Materials & Equipment and Works & Services in accordance with the Quotation or Sales Order.
3.3 Where, after using reasonable endeavours, Glowsolar is unable to supply the Materials & Equipment in accordance with the Quotation or Sales Order, Glowsolar shall reserve the right to substitute alternative Materials & Equipment which are of comparable specification in terms of quality, functionality and visual appearance. Glowsolar shall notify the customer of such substitutions prior to the completion of the Works & Services.
4. TIME OF PERFORMANCE
4.1 Time for performance of any aspect this Agreement shall not be of the essence.
4.2 Glowsolar shall only be required to perform this Agreement during Normal Working Hours.
4.3 Notwithstanding condition 4.1, Glowsolar shall use its best commercial endeavours to meet any completion timescales which are referenced in the Quotation.
4.4 Any completion timescales shall be extended to the extent that any delay is due to circumstances that are beyond the control of Glowsolar. Provided that Glowsolar uses all reasonable endeavours to avoid and minimise delay it shall not be liable to the Customer in respect of any delay in performing this Agreement.
5. CUSTOMER CO-OPERATION
5.1 Glowsolar and the Customer shall each appoint a project manager who is conversant with all aspects of this Agreement and reasonably able to deal with all matters of a technical nature, arranging and conducting progress meetings.
5.2 The Customer shall co-operate with Glowsolar in:
5.2.1 its performance of this Agreement;
5.2.2 the provision of all information and documentation including any materials belonging to the Customer, reasonably requested by Glowsolar;
5.2.3 the agreement of a mutually convenient Programme of Works including a start date and duration of works in accordance with the Glowsolar project lead time as stated in the Quotation or Sales Order.
6. CUSTOMER OBLIGATIONS
6.1 The Customer shall be entirely responsible, at its sole cost and expense, for the following:
6.1.1 obtaining any necessary easements, wayleaves, permissions, consents or licenses which are necessary before Glowsolar can perform this Agreement, including without limitation planning permission pursuant to the Town and Country Planning Act 1990 and building regulations consent pursuant to the Buildings Act 1984 and all associated Building Regulations;
6.1.2 obtaining any necessary easements, wayleaves, permissions, consents or licenses which are necessary before Glowsolar can perform this Agreement, including without limitation permission from the Distribution Network Operator (DNO) to make connections to the local electricity network/‘grid’;
6.1.3 making all necessary enquiries and applications in connection with grant-funding, Feed-in Tariff (FIT), Renewable Heat Incentive (RHI) and any other payments, grants or financial incentives as may be introduced by the Government, industry regulatory bodies or energy suppliers from time to time;
6.1.4 ensuring that all necessary checks of the building or property subject to the Works & Services have been carried out prior to the Works & Services commencing, including without limitation engaging the services of a professional to undertake a structural survey of the building and Energy Performance Certification (EPC);
6.1.5 providing such information, drawings or specification within its possession or control as Sundog may reasonably request;
6.1.6 providing reasonable welfare facilities;
6.1.7 providing suitable secure space for keeping tools, fittings and materials;
6.1.8 making available electrical power for the operation of tools and testing of the System;
6.1.9 ensuring that neither the Customer nor its employees, agents or contractors interfere with any Materials & Equipment or materials provided by Glowsolar in connection with this Agreement;
6.1.10 all of those goods and services specified in the Quotation as being supplied by the customer or a third party;
6.1.11 complying with all obligations and responsibilities under the Health and Safety at Work Act 1974, the Management of Health and Safety at Work Regulations 1999, the Construction (Design & Management) Regulations 2007, any approved codes of practice, industry guidance, standards and best practice as amended from time to time;
6.1.12 providing Glowsolar with full and unobstructed access to the building or property during Normal Working Hours for the duration of the programme of works;
7. ADDITIONAL CHARGES
7.1 Charges are based on the nature of the Works & Services and whether they are performed during Normal Working Hours.
7.2 Glowsolar shall be entitled to charge the Customer on a time and materials basis (with reference to a per person, hourly or daily charge as per Glowsolar's current rates) for:
7.2.1 Works & Services which are performed outside Normal Working Hours;
7.2.2 additional Works & Services due to:
18.104.22.168 delays which are attributable to the Customer or any third party;
22.214.171.124 the failure of the Customer to comply with its obligations under condition 6;
126.96.36.199 the failure of the Customer to disclose relevant details which might impact on the installation.
7.3 Unless otherwise expressly stated, the Charges are exclusive of any of the following:
7.3.1 measures required to protect Materials & Equipment from adverse environmental conditions and/or harmful substances whose presence was not previously notified to Glowsolar or was not apparent on Glowsolar inspection upon which the Quotation is based;
7.3.2 work with asbestos or any other toxic or hazardous substances;
7.4 The Customer shall fully reimburse Glowsolar in respect of any charges not included in the Quotation but necessarily incurred or expended by Glowsolar as a result of the Customer failing to carry out all or any of its obligations under this Agreement.
8.1 All Charges shall be payable in accordance with the Payment Terms.
8.2 In the absence of any Payment Terms:
8.2.1 if the subject matter of this Agreement is Materials & Equipment only, the Materials & Equipment Charges shall be payable in full on order;
8.2.2 if the subject matter of this Agreement is and Materials & Equipment and Works & Services:
188.8.131.52 a percentage of the Charges (stated on the order form) shall be payable by the Customer on order to be held by Glowsolar pursuant to condition 8.9; and
184.108.40.206 the remaining balance of the Charges shall be payable within thirty (30) days of Commissioning. 8.3 Time for payment of the Charges shall be of the essence.
8.4 No payment shall be deemed to have been received until Glowsolar has received cleared funds.
8.5 All payments payable to Glowsolar under this Agreement shall become due immediately on its termination despite any other provision.
8.6 The Customer shall make all payments due under this Agreement, in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by Glowsolar to the Customer.
8.7 If the Customer fails to pay Glowsolar any sum due pursuant to this condition 8, the Customer shall be liable to pay interest to Glowsolar on such sum from the due date for payment at the annual rate of 8% (eight percent) above the base rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.
8.8 The Charges are inclusive of value added tax.
8.9 Any Charges paid pursuant to condition 220.127.116.11 shall be held on trust by Glowsolar for the benefit of the Customer in a dedicated ‘customer’ bank account. Only when the Materials & Equipment (to the value of the sums held in the ‘customer’ bank account) are delivered to the Customer, shall Glowsolar be entitled to transfer such Charges from the ‘customer’ bank account for its own benefit.
9. DELIVERY, RISK & TITLE
9.1 Delivery of the Materials & Equipment shall be made to the location detailed in the Quotation.
9.2 Any dates specified by Glowsolar for delivery of the Materials & Equipment are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
9.3 Risk in the Materials & Equipment shall pass to the Customer on delivery, pursuant to condition 9.1.
9.4 The Materials & Equipment shall remain the property of Glowsolar until the Customer pays to Glowsolar the Charges (together with any accrued interest) and all other amounts owed by the Customer in respect of any other agreement. Glowsolar consents to the Customer’s possession of the Materials & Equipment.
9.5 Until title and ownership of the Materials & Equipment has passed to the Customer, the Customer shall:
9.5.1not re-sell the Materials & Equipment;
9.5.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Materials & Equipment;
9.5.3 take proper care of the Materials & Equipment and take all reasonable steps to prevent any damage to or deterioration of them;
9.5.4 keep the Materials & Equipment free from any charge lien or other encumbrance and store the Materials & Equipment in such a way as to show clearly that they belong to Glowsolar;
9.5.5 insure the Materials and Equipment on Glowsolar's behalf for their full price against all risks. On request the Customer shall produce the policy of insurance to Glowsolar. 9.6 Glowsolar reserves the right to repossess and resell any of the Materials & Equipment to which it has retained title, with the re-imbursement to the Customer of any and all monies paid for them.
9.7The Customer grants an irrevocable right and licence to Glowsolar and its employees and agents to enter the Customer’s premises on reasonable notice during normal business hours for the purpose of inspecting and/or repossessing the Materials & Equipment to which it has retained title.
10.1 At such time that Glowsolar reasonably considers that the System has been completed, Glowsolar shall perform the Commissioning Tests in accordance with the Commissioning Checklist, unless otherwise agreed in writing.
10.2 The System shall be deemed to have passed the Commissioning Tests when it meets the Commissioning criteria in the Commissioning Checklist.
10.3 Glowsolar shall at its own cost correct any failure of the Commissioning Tests, and shall then repeat those parts of the Commissioning Tests which previously failed, until they are passed.
10.4 For the avoidance of doubt, the cost of carrying out the Commissioning Tests until the System has passed such Commissioning Tests shall be borne by Glowsolar.
10.5 Commissioning and MCS certificates will be issued on receipt of final payment.
11. QUALITY, WARRANTIES AND GUARANTEES
11.1 Glowsolar warrants that the Works & Services shall be performed by appropriately qualified and trained personnel using reasonable care and skill, to such high standard of quality as it is reasonable for the Customer to expect.
11.2 The Warranty Period for the Works & Services shall be a period from the date of Commissioning of five (5) years with respect to solar PV systems and one (1) year for all other works.
11.3 Subject to the Customer’s written consent, Sundog shall register the terms of this Agreement with the Deposit and Workmanship Warranty Insurance (DAWWI) Scheme in accordance with the Renewable Energy Consumer Code (RECC).
11.4 Glowsolar guarantees that the products it supplies shall be of a satisfactory quality, including in their appearance and finish; they shall be fit for the purpose for which they are supplied and free from minor defects and manufacturing faults. This product guarantee extends for a period of 12 months from the date of Commissioning and covers labour and parts (excluding consumables such as fuses, filters, additives etc). Beyond the 12 month guarantee period, products are subject to manufacturer’s guarantee and labour is chargeable at Glowsolar's standard call-out rates plus cost of plant and/or access provision.
11.5 Most products supplied by Glowsolar come with the benefit of a manufacturer’s product warranty or guarantee. Where a claim in respect of any of such products is notified to Glowsolar in accordance with conditions 11.7 and 11.8 Glowsolar will liaise with the manufacturer and use all reasonable endeavours to secure the replacement of the product (or the part in question) or a refund of the price of the product (or a proportionate part of the price).
11.6 Some component manufacturers offer extensions on their standard warranty conditions and Glowsolar will liaise with the manufacturer to secure such an extension on behalf of the Customer, if requested.
11.7 Glowsolar shall not be liable for a breach of any of the warranties referred to in this condition unless:
11.7.1 the Customer notifies Glowsolar of the defect within a reasonable period of discovery, with confirmation in writing;
11.7.2 the defective Materials & Equipment were supplied and installed by Glowsolar; and
11.7.3 the Materials & Equipment have been properly used and maintained throughout the Warranty Period.
11.8 Glowsolar shall not be liable for a breach of any of the warranties referred to in this condition 11 if:
11.8.1 the Customer makes any further use of such Materials & Equipment after giving such notice, contrary to Glowsolar advice; or
11.8.2 the defect arises because the Customer failed to follow Glowsolar's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Materials & Equipment or as a result of the acts or omissions of the Customer; or
11.8.3 the Customer alters or repairs such Materials & Equipment without the written consent of Glowsolar; or
11.8.4 the Customer fails to follow the servicing requirements and intervals as specified orally or in writing by the component manufacturer or Glowsolar.
11.9 When Glowsolar has installed a System in a property that is sold within the Warranty Period, the warranty shall pass to the new legal owner of the property. It may not be transferred to or exercised by any third party.
11.10 If there is any conflict between the terms and conditions set out in this condition 11, and any other warranty documents, the terms and conditions detailed in this condition 11 shall prevail.
11.11 The warranties and guarantees referred to in condition 11 are offered in addition to the statutory consumer rights enjoyed by the Customer, which are not affected.
12.1 The following provisions set out the entire financial liability of Glowsolar (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
12.1.1 any breach of these terms and conditions;
12.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with this Agreement.
12.2 Nothing in these terms and conditions excludes or limits the liability of Glowsolar:
12.2.1 for death or personal injury caused by Glowsolar negligence;
12.2.2 for any matter which it would be illegal for Glowsolar to exclude or attempt to exclude from its liability;
12.2.3 for fraud or fraudulent misrepresentation.
12.3 Subject to condition 12.1 and condition 12.2:
12.3.1 Glowsolar's total liability for any claim in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Charges paid to Glowsolar under this Agreement.
12.3.2 Glowsolar shall not be liable to the Customer for economic losses, loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with this Agreement.
13. EARLY TERMINATION
13.1 Notwithstanding anything else contained herein, this Agreement may be terminated by Glowsolar with immediate effect if the Customer:
13.1.1 is in material breach of this Agreement and the breach is not capable of remedy; or
13.1.2 is in material breach of this Agreement and the breach is capable of remedy and the Customer shall have failed to remedy that breach within thirty (30) days of notice, specifying the breach and requiring its remedy; or
13.1.3 shall have a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Customer shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.
13.2 This Agreement may be terminated by the Customer within fourteen (14) days of the date of the Agreement. The Customer shall exercise this right of cancellation by completing the cancellation form which accompanies this Agreement and sending it to Glowsolar 151 Arundel Drive Poulton Le Fylde, Lancashire, FY67TS.
13.3 If the Customer requires Glowsolar to commence the supply of the Materials & Equipment and/or Works & Services before the expiry of the fourteen (14) day period referred to in condition 13.2 above:
13.3.1 the Customer must notify Glowsolar in writing of this requirement and the reasons for it;
13.3.2 the Customer may be liable for the costs of any Materials & Equipment and/or Works & Services already provided and of making good the property if the Customer proceeds to cancel the Agreement after commencement of the works but within the cancellation period of fourteen days from the date of the Agreement.
14. CONSEQUENCES OF TERMINATION
14.1 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party hereunder or at law, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or to continue in force on or after such termination.
14.2 Condition 14.1 above, and any condition which is stipulated to do so, shall survive termination of this Agreement.
15. DISPUTE RESOLUTION
15.1 In the event of any bona fide dispute or difference arising between the parties in connection with this Agreement (excluding any dispute relating to non payment of the Charges, for whatever reason), the parties shall attempt to resolve such dispute through the procedures provided in the Renewable Energy Consumer Code (RECC).
15.2 In the event that the Customer has a complaint about the Materials & Equipment and/or Works & Services provided by Glowsolar or any other aspect of the Agreement:
15.2.1 the Customer shall notify Glowsolar in writing of the nature of the complaint as soon as possible, and no later than three months after the problem has arisen;
15.2.2 Glowsolar shall consider the complaint and, if appropriate, arrange to inspect the system within 7 days of receiving the complaint; and shall endeavour to find an acceptable course of action to resolve the complaint;
15.2.3 should the Customer not be satisfied with the remedy offered by Glowsolar in relation to technical aspects of the system, they should address their complaint to the relevant MCS installer certification body (as provided in the RECC);
15.2.4 should the Customer not be satisfied with the remedy offered by Glowsolar in relation to any other issues relating to the fulfilment of the Agreement, they should address their complaint to the RECC administrator (via the RECC website), who will endeavour to facilitate a satisfactory resolution;
15.3 In the event that the procedures set out in condition 15.2 fail to produce a resolution of the dispute, either the Customer or Glowsolar may refer the dispute to the Conciliation Service provided by RECC.
15.4 In the event that the Conciliator’s recommendations are not acceptable to the Customer or Glowsolar, either party has the right to request that the complaint be referred to the independent arbitration service provided by RECC.
15.5 An award made under the independent arbitration service shall be final and binding on both the Customer and Glowsolar and is subject to challenge only on limited grounds under the Arbitration Act 1996.
15.6 Nothing in condition 15 shall prevent the Customer from seeking legal remedy to their dispute.
16. CONFIDENTIALITY AND SECURITY
16.1 Each party shall treat as confidential all information obtained from the other pursuant to this Agreement and shall not divulge such information to any person (except to such party’s own employees and then only to those employees who need to know the same) without the other party’s prior written consent provided that this condition 16 shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to this Agreement, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this condition 16) or which is trivial or obvious. Each party shall ensure that its employees are aware of and comply with the provisions of this condition 16.
16.2 If Glowsolar shall appoint any sub-contractor then Glowsolar may disclose confidential information to such sub- contractor subject to such sub-contractor giving the Customer an undertaking in similar terms to the provisions of this condition 16. The foregoing obligations as to confidentiality shall survive any termination of this Agreement.
17.1 Glowsolar shall have the right to sub-contract the performance of this Agreement to any third party.
18.1 If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
18.2 If any provision of this Agreement is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.
19. THIRD PARTIES
19.1 A person who is not party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
20.1 Each party shall bear its own costs and expenses incurred in relation to the negotiation, preparation, execution and implementation of this Agreement and all other documents to be completed in accordance with its provisions.
21. WAIVER AND CUMULATIVE REMEDIES
21.1 The rights and remedies provided by this Agreement may be waived only in writing and specifically, and any failure to exercise or any delay in exercising a right or remedy by either party shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of this Agreement or of a default under this Agreement shall not constitute a waiver of any other breach or default and shall not affect the other terms of this Agreement.
21.2 The rights and remedies provided by this Agreement are cumulative and (unless otherwise provided in this Agreement) are not exclusive of any rights or remedies provided at law or in equity.
22. ENTIRE AGREEMENT
22.1 This Agreement, together with the documents referred to in it, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement between the parties relating to such matters.
22.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this Agreement. The only remedy available to either party in respect of any such statement, representation, warranty or understanding shall be for breach of contract under the terms of this Agreement.
22.3 Nothing in this condition 25 shall operate to exclude any liability for fraud.
23. GOVERNING LAW AND JURISDICTION
23.1 This Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with English law.
23.2 Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the English courts over any claim or matter arising from or in connection with this Agreement.