WEBSITE TERMS  & CONDITIONS

 
THESE ARE THE TERMS & CONDITIONS WHICH APPLY TO YOUR USE OF OUR WEBSITE. PLEASE
READ THEM CAREFULLY. BY ACCESSING, BROWSING, USING OR REGISTERING WITH THE
WEBSITE, YOU CONFIRM YOUR AGREEMENT TO THESE WEBSITE TERMSAND CONDITIONS.  
 




1. Introduction 
1.1. These Website Terms and Conditions govern your use of the website owned and operated by  
Solen Energy UK Ltd (company number 07539158) of Unit 5,Blenheim Way, Liverpool, L24 1YH
(“we”, “us”, “our”) (www.solenenergy.com) (“the Web site”).
1.2. These Website Terms and Conditions are supplemented by our Privacy Policy and our Cookie
Policy, which can be viewed on the Website. By using the Website, you are agreeing to these
Website Terms and Conditions, and also to our Privacy Policy and our Cookie Policy.  
1.3. The terms “you” and “your” refer to the user or viewer or the Website.
1.4. If you place an order through the Website, our Terms and Conditions of Sale will also apply, which
can be viewed on the Website.
 
2. Use of the Website
2.1. You may only use the Website for lawful purposes and must not use it in a way which infringes
the rights of others, or restricts or inhibits another’s use of the Website. Any unlawful use of the
Website may give rise to a claim for damages and/or constitute a criminal offence.
2.2. You may use, download, and display the contents of the Website on a screen and also print one
copy of such content strictly for your own personal or internal business use. You must not,
without our prior written consent:
(a) Copy, reproduce, use or otherwise deal with any content on the Website;
(b) Modify, distribute, or re-post any content from the Website
(c) Reproduce or link the Website on or from any other website, app or device connected to
the internet;
(d) Use the content of the Website for any commercial exploitation
 
2.3 You may not use the Website for any of the following purposes:
(a) Disseminating any unlawful, libellous, threatening, abusive, bullying, vulgar, obscene, or
otherwise objectionable material;
(b) Transmitting material which encourages conduct that constitutes a criminal offence,
results in civil liability or otherwise breaches any laws,regulations or codes of practice;
(c) Gaining unauthorised access to our or other computer systems;
(d) Interfering with any other person’s use of the Website or the internet;
(e) Interfering with or disrupting networks or websites connected with the Website;
(f) Mating, transmitting, or storing copies of material protected by copyright.


2.4 It is intended that the Web site is accessed from locations within the UK. If you choose to access
the Website from outside of the UK, you are responsible for ensuring compliance with any
applicable local laws.  
 
3. Security
3.1 You are responsible for the confidentiality and security of your
account details and passwords. We will no t be liable for any loss
or damage which may occur as a result of your failure to protect
your account and/or password details.  
 
4. Availability of the Website
4.1. While we endeavour to ensure that the Website remains available and operates without
technical fault, we make no guarantee in that respect. If we become aware of a fault, we will
endeavour to correct it in a timely fashion. Access to the Website may be restricted without
notice to allow for repairs, upgrades or general maintenance.  
 
5. Viruses and Other Malicious Content 
5.1 We use reasonable efforts to ensure that the Web site remains free from viruses and other
malicious content. However we do not offer any guarantee or similar assurance that your use
of the Website will not cause damage to your device.
5.2 It is your responsibility to ensure that you are able to use the Website safely and securely,
including ensuring that you have appropriate anti-virus software in place.  
5.3 We will not be liable to any person for any loss or damage suffered as a result of viruses or other
malicious content which have been accessed via the Website.
5.4 Any links placed on the Website which direct you to other sites are provided for your convenience
to provide further information, and are used entirely at your own risk. We do not vet third part
sites, and have no control over their content. We do not accept any liability to any person for
use of such sites.  
 
6. Accuracy of Content 
6.1 While we endeavor to ensure that the Website is up-to-date and accurate in terms of content
and the pricing and availability of goods, we will not be liable to anyone in respect of the
accuracy or completeness of the Website. It is entirely your responsibility to ensure that any
products, services or information available on or through the Website meet your specific
requirements. Any descriptions or pictures published on the Website are for illustrative
purposes only. The Website and its contents are subject to change without notice.  
 
7. Our Liability 
7.1 We provide the Website for your use without any warranties or similar assurances. You use the
Website entirely at your own risk and it is your responsibility to ensure that any products,
services, or information available through the Website meet your specific requirements.  
7.2 We exclude any warranties, conditions, terms and/or representations (whether express or
implied by statute, common law or otherwise) to the fullest extent permitted by law. Except
to the extent required by the law, we shall not be liable for loss or damage which may arise
from the use of or reliance on the Website or any content or information displayed on the
Website.
 
8. Indemnity 
8.1 You will indemnify us against all losses,liabilities, damages ordered
and/or agreed in settlement, fines, costs and/or expenses suffered
or incurred by us arising out of or in connection with your use of the Website.
 
9. General
9.1 The Website and its contents are owned by and/or licenced to us, and reproduction is prohibited
other than with our express written permission. All trademarks reproduced on the Website and
which are not owned by or licenced to us are acknowledged as such on the Website.  
9.2 These Website Terms and Conditions, together with our Cookie Policy, Privacy Policy and our Terms
and Conditions of Sale, set out the entire agreement between you and us, and you acknowledge that
you have not relied on any other statement, promise or representation made or given in that respect.
9.3 If any court or competent authority finds that any provision of these Website Terms and Conditions
(or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall,
to the extent required, be deemed to be deleted, and the validity and enforceability of the other
provisions of the Website Terms and Conditions shall not be affected.  If any invalid, unenforceable
or illegal provision of the Website Terms and Conditions would be valid, enforceable and legal if
some part of it were deleted, the provision shall apply with the minimum modification necessary to
make it legal, valid and enforceable.
9.4 A person who is not a party to the Website Terms and Conditions shall not have any rights under or
in connection with them.
9.5 Any dispute or claim arising out of or in connection with these Website Terms and Conditions or
their subject matter or formation shall be governed by, and construed in accordance with, English
law, and parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
9.6 If any dispute arises in connection with these Website Terms and Conditions, the parties will enter
into mediation in good faith to settle such a dispute. To initiate the mediation, a party must give
notice in writing (“Mediation Notice”) to the other party(ies) to the dispute, referring the dispute
to mediation. Unless agreed otherwise by the parties, the dispute will be referred to an
independent recognised mediation body for the selection of amediator. Unless otherwise agreed
by the parties, the mediation will start not later than 28days after the date of the Mediation Notice.
No party may commence any court proceedings/arbitration in relation to any dispute arising out of
these Website Terms and Conditions until it has attempted to settle the dispute by mediation and
either the mediation has failed or the other party has failed to participate in the mediation,
provided that the right to issue proceedings is not prejudiced by a delay.  


****


Registered in England No 7539158
Registered Office: Unit 5Blenheim Way, Liverpool L24 1YH 
VAT Reg No: 111 692 634 
www.solenenergygroup.com






                                                                                                                                    Website Disclaimer

The information contained in this website is for general information purposes only, and may be amended or altered from time to time, at our discretion. The information is provided by the companies which form the Solen Energy Group, and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk and you are responsible for verifying the accuracy of information on the website before entering into any financial or other commitment based on it.  

In no event will we be liable for any loss or damage including, without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website.

Through this website you are able to link to other websites which are not under our control. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. If you access (or provide information to) any external websites linked on to our website, you do so entirely at your own risk and we accept no responsibility for any loss or damage you may suffer as a result.  

Every effort is made to keep the website up and running smoothly. However, we take no responsibility for, and will not be liable for, the website, either in whole or in part, being temporarily unavailable or experiencing technical issues of any kind.



****




General Terms and Conditions of Sale



THESE ARE THE TERMS & CONDITIONS UPON WHICH WE SUPPLY GOODS TO YOU. PLEASE READ
THEM CAREFULLY BEFORE PLACING AN ORDER WITH US. WE RESERVE THE RIGHT TO MAKE
AMENDMENTS TO THESE TERMS & CONDITIONS AT ANY TIME, AND YOU ARE RESPONSIBLE
FOR REGULARLY CHECKING THE CONTENT. BY PLACING AN ORDER WITH US, YOU WILL BE
DEEMED TO HAVE ACCEPTED THESE TERMS & CONDITIONS.




1. Introduction
1.1. These Terms and Conditions govern the supply of goods sold and services provided by Solen
Energy UK Ltd (company number 07539158) of Unit 5, Blenheim Way, Liverpool, L24 1YH (“we”,
“us”, “our”) to the customer (“you”, “your”).

1.2. All orders placed by you and purchases of goods made from us, whether via our website, by
email, by telephone, at our trade counters, or by any other means accepted by us, are governed
by these Terms and Conditions.

1.3. These Terms and Conditions set out the whole agreement between you and us (‘Agreement’)
for the purchase of goods and supply of services, to the exclusion of any other terms that you
seek to impose or incorporate, or which are implied by trade, custom, practice or course of
dealing.

1.4. In these Terms, the following definitions apply:
Force Majeure Event: has the meaning given in clause 15.
Goods: the Goods that we sell to you.
Order: your offer to purchase Goods, whether this is via our website, by email,
by telephone, at our trade counters, via a completed purchase order,
through your written or verbal acceptance of our quotation, or by any other means
accepted by us.
Sales Order: the document which we may issue in response to your Order, detailing the Goods,
the price and any terms and conditions specific to the transaction.    
Specification: any specification for the Goods, including any related plans and drawings, that
is supplied to us by you, or produced by us and agreed in writing by you.
Terms: the terms and conditions set out in this document.  
Party/parties: The parties entering into the Agreement.  

1.5. In these Terms; a person includes a natural person, corporate or unincorporated body (whether
or not having separate legal personality); a reference to a party includes it’s personal
representatives, successors or permitted assigns; a reference to a statute or statutory provision
is a reference to such statute or provision as amended or re-enacted; a reference to a statute
or statutory provision includes any subordinate legislation made under that statue or statutory
provision, as amended or re-enacted; any phrase introduced by the terms ‘including’, ‘include’,
‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms; and a reference to writing or written includes email.

2. Basis of Agreement & Ordering
2.1. You may place an Order with us at our trade counters, by telephone, by email, by the submission
of a completed purchase order form, through your written or verbal acceptance of our quotation,
or via our website. The Order constitutes an offer by you to purchase the Goods in accordance
with these Terms and is subject to acceptance by us.  You shall ensure that the terms of the
Order and any relevant Specification are complete and accurate. If any of these Terms are
inconsistent with the Order, these Terms shall prevail.  

2.2. Website orders may be placed by following the onscreen prompts after clicking on the item you wish to
purchase. Any input errors in the Order can be corrected until the point at which you place the Order by
clicking the ‘Confirm and Pay’ button.

2.3. All orders are subject to acceptance by us. We may accept your order by (as applicable)

2.3.1 For purchases made at our trade counters, by making the Goods available to you at our
trade counters; or

2.3.2 Issuing a written acceptance of the Order in the form of a Sales Order; or  

2.3.3 For orders placed via our website, by communicating with you that the Goods are ready
for delivery or collection.

For the avoidance of doubt, processing your payment or acknowledging your Order (including
sending an email confirming your Order is being processed) does not constitute legal acceptance
of your Order.

At the point we accept your Order in accordance with this paragraph, the Agreement for the sale
and purchase of the Goods shall come into existence between us and you.  


2.4. If we are unable or unwilling to accept your Order for any reason, we will inform you of this and
will not charge you for the Goods. If payment has already been made, we will return payment to
you. We will not be liable to you or to anyone else in those circumstances. If you are an account
holder we may, at our discretion, raise a credit to offset the amount due to you or apply the sum
paid against sums due to us on your account.  

2.5. This Agreement constitutes the entire agreement between you and us.  You acknowledge that
you have not relied on any statement, promise or representation made or given by or on our
behalf which is not set out in this Agreement.    

2.6. Any samples, drawings, descriptive matter, or advertising issued by us and any descriptions or
illustrations contained on our website, or in our catalogues or brochures are issued or published
for the sole purpose of giving an approximate idea of the Goods described in them.  They shall
not form part of this Agreement or any other agreement between you and us for the sale of the
Goods. Although we make every effort to display the colours of the Goods accurately, colours
may vary slightly from those images.  




2.7. A quotation for the Goods given by us shall not constitute an offer.  A quotation shall only be valid
for a period of 14 days from its date of issue.




2.8. If, after the Agreement has come into effect in accordance with paragraph 2.3 but before the
Goods have been collected/delivered, we have to cancel due to a Force Majeure Event or the
unavailability of Goods, we shall promptly inform you in writing.  In these circumstances, if you
have made any payment for the Goods, we will refund these amounts to you. This shall be the
sum total of our liability to you in such circumstances. If you are an account holder we may, at our
discretion, raise a credit to offset the amount due to you or apply the sum paid against sums due
to us on your account.




3. Availability 
3.1 All Goods are subject to availability. Whilst we endeavour to keep our website up-to-date
in terms of stock availability and anticipated delivery/collection times, in the event that we
are unable to supply the Goods within the anticipated time frame, we will contact you to
ask how you wish to proceed. We may at our discretion fulfil any part of the Order which is
available.  




3.2 Where Goods are not available, we will refund to you the price paid for the Goods as soon
as possible. If you are an account holder we may, at our discretion, raise a credit to offset
the amount invoiced to you, or apply the sum paid against sums due to us on your account.  




4. Delivery 
4.1. In the event that we have agreed to deliver or organise the delivery of the Goods, we shall deliver
the Goods to the location set out in the Sales Order or similar. Such delivery will take place at
any time after we notify you that the Goods are ready.  Delivery of the Goods shall be completed
upon the Goods’ arrival at the delivery location and once a delivery signature has been obtained.
If you fail to take delivery of the Goods as agreed or fail to provide adequate delivery instructions,
then we reserve the right to charge you the cost of carriage of the failed delivery,
plus any loss of profit or other financial loss we have suffered as a result of the failed delivery.  




4.2. Notification of non-delivery must be made to us in writing as soon as you become aware that
delivery at the expected and arranged time and location has not taken place. Notification of
shortage and/or damage must be made to us in writing within 24 hours from receipt of Goods.
Any Goods received damaged must be signed for as damaged on the courier’s delivery note. If it
is not possible for the Goods to be checked at the time of delivery, they must be signed for as
unchecked.




4.3. Any dates quoted for delivery are approximate only, and the date and/or time of delivery is not
of the essence.  We shall not be liable for any delay in delivery of the Goods that is caused by a
Force Majeure Event or your failure to provide adequate delivery instructions or any other
instructions that are relevant to the supply of the Goods, or is due to the failure of a third party
which is outside of our immediate control.  




4.4. If you have arranged to collect the Goods, either from our trade counters or from our
warehouses, the Goods must be collected within 14 days of us notifying you that they are ready
for collection. In the event that the Goods are not collected within that time frame, we will cancel
the Order and retain any payment received for the Order against any losses we have sustained
as a result of your failure to collect. In the event that we have not sustained any losses and are
able to offer the Goods for general re-sale, we will hold any payment received as a customer
credit on your account or apply the sum paid against sums due to us on your account.  




4.5. If you have arranged to collect Goods from our trade counters, you will be able to collect at any
time during normal opening hours once we have notified you that the Goods are available to
collect. We will carry out in-store verification before you can collect the Goods and you will be
informed at the time of placing the Order what you need to bring with you.




5. Price and Payment
5.1.  The price of the Goods shall be the price set out on our website or in the Sales Order or, if no price
is included in the Sales Order, the price set out in our published price list in force as at the date of
collection/delivery.




5.2. Unless we otherwise agree in writing, we may, by giving notice to you at any time up to delivery,
increase the price of the Goods to reflect: any increase in the cost of the Goods that is due to any
factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties,
and increases in labour, materials and other manufacturing costs); any request by you to change
the delivery date(s), quantities or types of Goods ordered, or the Specification; or any delay caused
by your instructions of your failure to give adequate or accurate information or instructions.




5.3. Unless we otherwise agree in writing, the price of Goods is exclusive of the costs and charges of
packaging, insurance and transport of the Goods, which shall be paid by you when you pay for the
Goods.  The price of the Goods is exclusive of VAT, unless expressly stated in writing.  You shall,
on receipt of a valid VAT invoice, pay us such additional amounts in respect of VAT as are
chargeable on the supply of the Goods.




5.4. For account holders with valid credit limits, we may invoice you for the Goods on or at any time
after the completion of delivery.  You shall pay the invoice in full and in cleared funds within 7
days of the date of the invoice unless otherwise agreed in writing. Payment shall be made to the
bank account nominated in writing by us from time to time.  Time of payment is of the essence.




5.5. You shall pay all amounts due under the Agreement in full without any deduction or withholding
except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim
against us in order to justify withholding payment of any such amount in whole or in part. Unless
otherwise agreed in writing, we may at any time, without limiting any other rights or remedies we
may have, set off any amount owing to us by you against any amount payable by us to you.




5.6. If you fail to make any payment due to us under this Agreement by the due date, we may at our
discretion immediately suspend deliveries to you, and you agree that you will have no claim against
us in respect of the suspended deliveries, in terms of either damages or interest.




5.7. If you fail to make any payment due to us under this Agreement by the due date for payment then
you shall pay interest on the overdue amount at the rate provided for under the Late Payment of
Commercial Debts (Interest) Act 1998 and any subsequent amendments. Such interest shall accrue
on a daily basis from the due date until the date of actual payment of the overdue amount,
whether before or after judgement. You shall pay the interest together with the overdue amount.  




5.8. In the event that you do not pay us within the agreed terms, we may, by giving you 7 days’ notice,
apply for a legal remedy against you and/or employ the services of a solicitor or debt collection
agency in order to recover the monies owed to us. You agree that you will become liable for
payment of all costs plus VAT which we incur in using such a solicitor or debt recovery service,
which may be up to 15% (plus VAT) of the initial debt, in addition to the initial debt and interest
owed. Any costs incurred to collect the debt will be added to the debt, plus VAT. You agree that
you will be legally liable to pay us that surcharge, and that payment of the same can be enforced
against you in court.  




5.9. In the event that we have agreed to provide you with credit terms in respect of the supply of
Goods, you expressly accept that any failure by you to pay in full by the due date will trigger our
obligation to notify credit insurers of your failure, which may negatively affect your credit
worthiness both with us and with other firms and/or institutions.

6.Delivery/Shipping Costs  
6.1. Delivery/shipping costs will be detailed on our website or will be set out on the Sales Order. In the
event that delivery/shipping costs are not expressly mentioned on the Sales Order, it is understood
that prices exclude delivery/shipping costs.

 6.2. In the event that you return an item in accordance with clause 8 of this agreement, you will be
responsible for paying your own shipping costs for returning your item unless otherwise agreed by
us in writing. Shipping costs are non-refundable. If you receive a refund, the cost of return shipping
as well as the initial cost of shipping to you will be deducted from your refund.

7. Title and Risk
7.1. The risk in the Goods will pass to you upon collection or completion of delivery, as set out in clause
4.

7.2. In the event that you have organised your own transport/shipping of the Goods, the risk in the
Goods will pass as soon as the Goods pass into your physical possession, which includes (but is not
limited to) the Goods having been loaded on to your, or your agent’s, transport.    

7.3. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared
funds) for the Goods and any other goods or services that we have supplied to you.

7.4. Until title to the Goods has passed to you, you will:

7.4.1. hold the Goods in a fiduciary capacity for us as Bailee;

7.4.2. maintain the Goods in satisfactory condition and keep the Goods properly protected
and insured for their full price from the date of delivery. Any insurance pay-out which
you receive in respect of the Goods under this clause will be passed on to us upon
receipt;

7.4.3. store the Goods separately from all and any other Goods so that they remain clearly
identifiable as our property and mark the same as our property, or otherwise store
them in a manner which clearly indicates our ownership of the Goods;

7.4.4. give us such information relating to the Goods as we may reasonably require from time
to time;

7.4.5. not remove, deface or obscure any identifying mark or packaging on or relating to the
Goods;

7.4.6. notify us immediately if you become subject to any of the events listed in clause 14;
and

7.5. Until such time as title to the Goods passes to you, or you become subject to any of the events
detailed in clause 14, you will allow us:

7.5.1. to repossess the Goods on demand and for this purpose grant us an irrevocable right,
by our servants, agents or otherwise and by whatever means the we deem necessary,
to enter at any reasonable hour upon any or all of your premises or any other
premises where the Goods are kept in respect of which you are able to grant such a
right of entry; and

7.5.2. where the Goods have been fixed or attached to any other product, to detach the
Goods in order to gain possession of them. Such redelivery or retaking of possession
shall be without prejudice to the obligation of you to purchase the Goods.

7.6. Until title to the Goods has passed to you, you may sell the Goods to third parties but in so doing
you shall be acting on our behalf as bare trustee and agent for us and any such sub-sale to another
party shall not be a sale in the ordinary course of your business. We will be entitled to the whole
of the proceeds of any such sub-sale and you will pay the same (and no other monies whatsoever)
into a separate and distinct bank account and account for the same to us.

8. Cancellations, Returns and Refunds 
8.1 Subject to the provisions of this paragraph, once an Order has been accepted by us, you may
cancel your order and return any Goods collected or delivered, within 30 calendar days of the
date of collection or delivery.

8.2 Notice of cancellation must be given by email, telephone, at our trade counters, or using the
contact form on our website.  

8.3 It may be necessary for you to take delivery of the Goods before you can cancel your Order if the
Goods are already in our delivery system before we receive your notice of cancellation.  

8.4  To be eligible for a return, the Goods must be unused, in the same condition that you received
them, and in the original undamaged packaging.

8.5 You will also be required to show that you have the receipt or proof of purchase for the Goods
to be returned.

8.6 Once we have received the Goods to be returned, we will inspect them and notify you that we
have received your returned item. We will notify you of the status of your refund after
inspecting the Goods.

8.7 If your return is approved, we will initiate a refund to you. You should receive the credit within 7
days once the refund has been approved. If you are an account holder we may, at our discretion,
raise a credit to offset the amount paid, or apply the refund against sums due to us on your
account.

8.8 Sale items can also be refunded as long as they meet the requirements set out in this clause of
this Agreement.

8.9 This clause does not apply to Goods which have been specifically ordered for you and therefore
do not form part of our general stock, or have been designed and/or manufactured to your
Specification, or are in any way bespoke to you. In that case, Goods may only be returned with
our express written agreement.  

8.10 Nothing within this clause will adversely affect your legal rights if you are dealing with
us as a consumer.  

9. Manufacturers’ Warranties and Guarantees and Third-Party Certification
9.1 In the event that the Goods are sold with a manufacturer’s warranty, guarantee, or similar
assurance, we will pass on the benefit of the guarantee (or similar) to you. It is your responsibility to
comply with any registration process which the manufacturer has stipulated in respect of the warranty
(or similar). Any complaint, query or claim under a manufacturer’s warranty (or similar) must be made
direct to the manufacturer and we do not have any responsibility or liability under or in connection
with any such warranty (or similar).  

9.2 Certain goods are advertised as having the benefit of third-party certification (e.g. MCS
certification). Such certifications are subject to withdrawal by the certifying bodies with little or no
notice. This is a matter entirely beyond our control and we accept no liability or responsibility for the
possible withdrawal or limitation in scope of any form of third-party certification. It remains your
responsibility to check the ongoing existence and validity of any such certification before entering into
an agreement to purchase goods.  

10.Design Service
In the event that you wish to use our design service, it is your responsibility to ensure that we are
provided with all relevant information, and it is your responsibility to ensure the accuracy of that
information. When we have produced a draft design, it is your responsibility to check the accuracy
of the design and to ensure that it meets your requirements. Any drawings, plans, reports,
specifications or other material arising from or in connection with our design service shall remain
our property.

11. Limitation of Liability
11.1 If you purchase Goods and/or use our design service as a business customer, all
warranties, conditions and other terms implied by statute or common law are, to the fullest
extent permitted by law, excluded from this Agreement.  

11.2 If you purchase Goods and/or use our design service as a business customer then, subject
to paragraph 11.1 above, we shall not be liable to you, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, for any:
(i) loss of profit, business, revenue, capital, anticipated savings, and/or goodwill; or
(ii) any indirect or consequential loss arising under or in connection with any contract between
us

11.3 If you purchase Goods and/or use our design service as a consumer, to the extent not
prohibited by law, we accept no liability for any:
(i) loss which is not foreseeable
(ii) loss which arises when we are not at fault or in breach of contract
(iii) business loss (which includes loss of profits, loss of business, contracts, goodwill, business
opportunity, and other similar losses, as well as business interruption)

11.4 Nothing in these Terms is intended to affect your legal rights if you are a consumer, nor is
it intended to exclude or limit our liability to you for fraud, fraudulent misrepresentation, for
death or personal injury resulting from our negligence, or for any other liability which cannot be
limited or excluded as a matter of applicable law.

11.5 Goods are intended for use in the UK only and we cannot confirm that the Goods comply
with any laws, regulations or other standards applicable outside the UK. All Goods are sold in
accordance with the manufacturer’s specifications and are subject to any qualifications,
representations, or instructions contained in the documentation associated with the Goods.

12.Your Liability
12.1 Whether you are a business or a consumer, you shall indemnify and keep us indemnified
from and against any liability, penalty, costs, claims, damages, loss and/or expense incurred or
suffered, whether or not foreseeable and howsoever arising:

(i) as a result of incorporating property in the Goods; or applying any patent, registered or
unregistered design, copyright, trademark, trade name or design to the Goods; in each case on
your instructions, suggestions or specifications, or complying with any other instruction of yours
relative to the Goods; and/or
(ii) in relation to any third-party claims arising from the use, installation, or dealings by you in
the Goods (irrespective of whether or not they involve our negligence); and/or
(iii) as a result of your negligence, default, or breach in respect of this or any other contract you
have made with us.  

12.2 You will notify us immediately of any claim made or action brought or threatened alleging
infringement of the rights of any third party. At our discretion, we shall have the right to sole
conduct of any proceedings or claim, and you will provide us with all assistance as we require in
relation to any such claim.

13.Divisibility
This Agreement is divisible. Each delivery shall be deemed to arise from a separate contract and
may, at our discretion, be invoiced separately; any invoice for a delivery shall be payable in full
in accordance with the agreed terms of payment, as detailed in the Sales Order or similar, without
reference to and notwithstanding any defect or default in delivery of any other instalment.

14. Customer’s Insolvency or Incapacity
14.1. If you become subject to any of the events listed in clause 14.2, or we reasonably believe that
you are about to become subject to any of them and notify you accordingly, then, without limiting
any other right or remedy available to us, we may cancel or suspend all further delivery of Goods
without incurring any liability to you, and all outstanding sums in respect of the Goods shall become
immediately due.

14.2. For the purposes of clause 14.1, the relevant events are:

14.2.1. you suspend, or threaten to suspend, payment of a debt or you are unable to pay your
debts as they fall due or admit inability to pay your debts or (being a company) you
are deemed unable to pay your debts within the meaning of section 123 of the
Insolvency Act 1986, or (being an individual) you are deemed either unable to pay your
debts or as having no reasonable prospect of so doing, in either case, within the
meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any
partner to whom any of the foregoing apply; or  

14.2.2. you commence negotiations with all or any class of its creditors with a view to
rescheduling any of your debts, or make a proposal for or enter into any compromise
or arrangement with your creditors; or

14.2.3. (being an individual) you are the subject of a bankruptcy petition or order; or

14.2.4. a creditor or encumbrance attaches or takes possession of, or a distress, execution,
sequestration or other such process is levied or enforced on or sued against, the whole
or any part of your assets and such attachment or process is not discharged within 14
days; or

14.2.5. (being a company) an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to appoint an
administrator is given or if an administrator is appointed over you; or

14.2.6. (being a company) a floating charge holder over your assets has become entitled
to appoint or has appointed an administrative receiver; or

14.2.7. a person becomes entitled to appoint a receiver over your assets or a receiver is
appointed over your assets; or

14.2.8. any event occurs, or proceeding is taken in any jurisdiction to which you are subject
that has an effect equivalent or similar to any of the events mentioned in clause 14.2.1.
to clause 14.2.7 (inclusive); or  

14.2.9. you suspend, threaten to suspend, cease or threaten to cease to carry on all or
substantially the whole of your business; or  

14.2.10. (being an individual) you die or, by reason of illness or incapacity (whether
mental or physical), you become incapable of managing you own affairs or you become
a patient under any mental health legislation.  

15. Force Majeure 
15.1. Neither party shall be liable for any failure or delay in performing its obligations under the
Agreement to the extent that such failure or delay caused by a Force Majeure Event.

15.2. A Force Majeure Event means any event beyond a party’s reasonable control, which by its
nature could not have been foreseen, or, if it could have been foreseen, was unavoidable,
including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a
third party’s), failure of energy sources or transport network, acts of God, war, terrorism,
riot, civil commotion, interference by civil or military authorities, national or international
calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical
or biological contamination, sonic boom, explosions, collapse of building structure, fires, floods,
storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme
adverse weather conditions, or default of suppliers or subcontractors.

16. Notice 
16.1. All notices sent by you to us must be sent to us at Solen Energy UK Limited, Unit 5 Blenheim
Way, Liverpool, L24 1YH. We may give notice to you at any email or postal address you provide
to us.

16.2. Notice will be deemed received and properly served 24 hours after an email is sent or three
days after the date of posting of any letter.  In proving the service of any notice, it will be
sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and
placed in the post and, in the case of an email, that the email was sent to the specified email
address of the addressee.

17.General 
17.1. If any court or competent authority finds that any provision of the Agreement (or part of any
provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent
required, be deemed to be deleted, and the validity and enforceability of the other provisions of
the Agreement shall not be affected.  If any invalid, unenforceable or illegal provision of the
Agreement would be valid, enforceable and legal if some part of it were deleted, the provision
shall apply with the minimum modification necessary to make it legal, valid and enforceable.

17.2. A waiver of any right or remedy under the Agreement is only effective if given in writing and
shall not be deemed a waiver of any subsequent breach or default.  No failure or delay by a party
to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver
of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or
any other right or remedy.  No single or partial exercise of such right or remedy shall preclude or
restrict the further exercise of that or any other right or remedy.

17.3. A person who is not a party to the Agreement shall not have any rights under or in connection with
it.

17.4. We may transfer our rights and obligations under this Agreement to another organisation and
we will notify you in writing if this happens. You may not transfer your rights and obligations
under the Agreement without our prior written consent.

17.5. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter
or formation shall be governed by, and construed in accordance with, English law, and parties
irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

17.6. If any dispute arises in connection with the Agreement, the parties will enter into mediation in
good faith to settle such a dispute. To initiate the mediation, a party must give notice in writing
(“Mediation Notice”) to the other party(ies) to the dispute, referring the dispute to mediation.
Unless agreed otherwise by the parties, the dispute will be referred to an independent recognised
mediation body for the selection of a mediator. Unless otherwise agreed by the parties, the
mediation will start not later than 28 days after the date of the Mediation Notice. No party may
commence any court proceedings/arbitration in relation to any dispute arising out of the
Agreement until it has attempted to settle the dispute by mediation and either the mediation has
failed or the other party has failed to participate in the mediation, provided that the right to issue
proceedings is not prejudiced by a delay. For the avoidance of doubt, this clause 17.6 does not
apply to a straightforward action to recover an undisputed sum due pursuant to an invoice issued
in the normal course of business.




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