Consumer terms and conditions for the supply of goods and associated services
Your attention is particularly drawn to the provisions of clause 14 (Limitation of liability).
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
1 Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
2 Business Hours: the period from 8.00 am to 5.00 pm on any Business Day.
3 Charges: the amounts due to us from you pursuant to the Contract, determined in accordance with the Order and these Conditions.
4 Commencement Date: has the meaning given in clause 2.2.
5 Conditions: these terms and conditions as amended from time to time in accordance with clause 19.5.
6 Contract: the contract between us and you for the supply of Goods or Services or Goods and Services in accordance with these Conditions.
7 Deliverables: the deliverables set out in the Order produced by us for you.
8 Force Majeure Event: has the meaning given to it in clause 18.
9 Goods: the goods (or any part of them) set out in the Order.
10 Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by you and us.
11 Installation Services: means the installation and commissioning of the Goods at the Site as detailed in the Service Specification.
12 Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered.
13 Letter of Authority: means the letter, signed by you, authorising us to make applications for electricity distribution network connections or such other activities as detailed in the Letter, in the form detailed at Appendix 1.
14 Ongoing Services: such services as are supplied by us to you after completion of the Installation Services and detailed in the Service Specification.
15 Order: your order for the supply of Goods and Services, as set out in your purchase order form, or your written acceptance of our quotation, or the order appended to these terms, as the case may be.
16 Personal Data: has the meaning set out in the UK GDPR.
17 Services: the Installation Services and the Ongoing Services, including the Deliverables, supplied by us to you as set out in the Service Specification.
18 Service Specification: the description or specification for the Services provided in writing by us to you.
19 Site: has the meaning given in clause 6.1.
20 Supplier Materials: has the meaning given in clause 10.1(i).
21 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
22 Us (or “we”): SUNGOD SOLAR LTD (trading as SGS Energy) incorporated and registered in England and Wales with company number 07283550 whose registered office is at 99 Canterbury Road, Whitstable, Kent, United Kingdom, CT5 4HG and trading out of 140 Maple leaf, Manston Business Park, Ramsgate, CT12 5GY.
23 Warranty Period: has the meaning given in clause 9.1.
1.2 Interpretation:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 The Order constitutes an offer by you to purchase Goods and Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when we issue written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 Any samples, drawings or advertising issued by us and any descriptions of the Goods or illustrations or descriptions of the Services contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.5 Any quotation given by us shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue, unless expressly stated otherwise.
2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. Your right to cancel
3.1 You have 14 days after the date we confirm acceptance of your Order to change your mind about entering into the Contract, but you lose the right to cancel any Service, when it has been completed (and you must pay for any Services provided up the time you cancel).
3.2 If you change your mind contact us at info@sgs-energy.co.uk or on 01227913398 We will refund you as soon as possible for any amounts already paid and within 14 days of you telling us that you have changed your mind. We will refund you by the method you used for payment. We do not charge a fee for the refund.
4. Goods
4.1 The Goods are as described in the Goods Specification.
5. Variation of the Order
5.1 We may amend the Goods Specification if required by any applicable statutory or regulatory requirement, and we shall notify you in any such event.
5.2 If you wish to vary the Goods (or any associated Services) you shall notify us of the requested variation in writing. Upon receipt of the request, we will notify you of the change to any Charges that would arise out of the variation and any impact on anticipated delivery dates. If you wish to proceed with the variation, you must notify us of your acceptance of the revised Charges and dates within 3 days of us notifying you of them.
5.3 In the event that we encounter difficulties in delivering the Services, which could not have been reasonably foreseen at the time of our quotation upon which this Contract has been based, then we shall be entitled to a reasonable adjustment of the Charges and the times for performance of our obligations. Such difficulties may include, without limitation, the presence at the Site of asbestos or any other harmful substance; faulty or otherwise dangerous electrical wiring; or obstructions in the ground.
5.4 In the event that the Site is found to be unsafe at any point before or during the commencement of Services, we shall interrupt the supply of Services and shall notify you of the reasons for the interruption. You shall be responsible for making the Site safe and shall notify us within 30 days of the date of interruption that adequate steps are being taken to make the Site safe. These steps must be complete within 6 months of the date of interruption. Subject to the right to terminate under Clause 10.4, we shall continue the supply of Services as soon as we deem the necessary corrective measures have been taken to make the Site safe.
6. Delivery of Goods
6.1 We shall give you not less than 72 hours’ notice that we are ready to make delivery of the Goods.
6.2 We shall deliver the Goods to the location set out in the Order or such other location as you may agree with us (Site).
6.3 Where no Installation Services are to be provided pursuant to this Contract, Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Site.
6.4 Where Installation Services are to be provided pursuant to this Contract, Delivery of the Goods shall be completed on the completion of the Installation Services.
6.5 Any dates quoted for delivery of the Goods are approximate only. We shall not be liable for any delay in delivery of the Goods that is caused by your failure to provide us with adequate delivery instructions or any other instructions relevant to the supply of Goods.
6.6 If 10 Business Days after the day on which we notified you that the Goods were ready for delivery you have not:
(a) taken actual delivery of them, where no Installation Services are to be performed; or
(b) permitted access to the Site where Installation Services are to be performed,
we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge you for any shortfall below the price of the Goods.
7. Title and risk
7.1 The risk in the Goods shall pass to you on:
(a) completion of delivery where no Installation Services are to be provided pursuant to this Contract; or
(b) completion of Installation Services where Installation Services are to be provided pursuant to this Contract.
7.2 Title to the Goods shall not pass to you until we receive payment in full (in cash or cleared funds) for the Goods in respect of which payment has become due.
7.3 Until title to the Goods has passed to you, you shall:
(a) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(b) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
(c) notify us immediately if it becomes subject to any of the events listed in clause 16.2(b) to clause 16.2(d); and
(d) give us such information as we may reasonably require from time to time relating to the Goods.
8. Supply of Services
8.1 We shall supply the Services to you in accordance with the Service Specification in all material respects.
8.2 We shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only.
8.3 We shall notify you within 5 working days of becoming aware of any event beyond our control, which may prevent or delay completion of the Services. The notice shall specify the cause of the delay, the likely effect on the completion date and our proposals for dealing with the matter. The affected dates for performance shall then be extended as we agree with you or, failing agreement, decided under Clause 14.2 (Disputes). We shall take reasonable steps to mitigate or reduce any delay.
8.4 We reserve the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and we shall notify you in any such event.
9. Quality of Goods and Services
NOTE THAT YOUR RIGHTS UNDER THIS CLAUSE 9 ARE IN ADDITION TO YOUR STATUTORY RIGHTS, INCLUDING THE CONSUMER RIGHTS ACT 2015
9.1 We warrant that on delivery, and for a period of 12 months from the date of delivery of the Goods or completion of Services (Warranty Period), those Goods or Services will:
(a) conform in all material respects with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship;
(c) be fit for the purposes usually expected of the Goods or Services and any purposes that were made known to us prior to entry into the Contract; and
(d) be of satisfactory quality.
9.2 Subject to clause 9.3 and without prejudice to your statutory rights, if during the Warranty Period:
(a) you give notice in writing to us during the Warranty Period but no later than 7 days after your time of discovery that some or all of the Goods or Services do not comply with the warranty set out in clause 9.1; and
(b) we are given a reasonable opportunity of examining such Goods or the product of such Services
we shall, at our option, repair or replace the defective Goods, reperform the defective Services, or refund the price of the defective Goods or Services in full.
9.3 In the event that the Goods detailed in the Order are not available for purchase by us, we, having made reasonable efforts to procure the Goods originally specified in the Order, shall be free to select alternative Goods of a comparable or better quality and shall notify you of the change.
9.4 We shall not be liable for the Goods or Services’ failure to comply with the warranty set out in clause 9.1 if:
(a) you makes any further use of such Goods or Services’ after giving a notice in accordance with clause 9.2;
(b) the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or Services’ or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you;
(d) you alter or repair such Goods, or reperform the Services without our written consent;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
(f) the Goods or differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
9.5 These Conditions shall apply to any repaired or replacement Goods or reperformed Services supplied by us.
9.6 Where the Goods have the benefit of a manufacturer’s warranty, we shall use all reasonable steps to ensure that you have the full benefit of that warranty.
10. Customer's obligations
10.1 You shall:
(a) ensure that the terms of the Order and any information you provide in both the Service Specification and the Goods Specification are complete and accurate;
(b) co-operate with us in all matters relating to the Services;
(c) provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us to provide the Services;
(d) provide us, our employees, agents, consultants and subcontractors with access to the following utilities; W/C, cold water and electric supply
(e) provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects. We shall not be responsible for any losses you suffer as a result of inaccurate information (e.g. dimensions) or defective materials that you provide for use in the Services;
(f) prepare your premises for the supply of the Services;
(g) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start, including without limitation any planning permission or building approval;
(h) where so indicated on the Order, execute and deliver to us the Letter of Authority;
(i) keep all materials, equipment, documents and other property of us (Supplier Materials) at your premises in safe custody at your own risk, maintain the Supplier Materials in good condition until returned to us, and not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation; and
(j) comply with any additional obligations as set out in the Service Specification or the Goods Specification.
10.2 If our performance of any of its obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays our performance of any of our obligations;
(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause 10.2; and
(c) the Charges may be increased to reflect any reasonable increase in costs of performing this Contract, or any losses that we suffer in doing so.
11. Charges and payment
11.1 The Charges for Goods and Services:
(a) shall be the price set out in the Order or, if no price is quoted, the price set out in our published price list as at the date of delivery; and
(b) shall be inclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to you.
11.2 Where the Charges for any part of the Services are to be calculated on a time and materials basis:
(a) the Charges shall be calculated in accordance with our daily fee rates, as set out in its current price list at the date of the Contract unless set out in the Order;
(b) our daily fee rates for each individual person are calculated on the basis of an eight-hour day from 8.00 am to 5.00 pm worked on Business Days;
(c) we shall be entitled to charge an overtime rate of 10% of the daily fee rate on a pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours referred to in clause 11.2(b); and
(d) save where agreed otherwise in the Order, we shall be entitled to charge you for any expenses reasonably incurred by the individuals whom we engage in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by us for the performance of the Services, and for the cost of any materials.
11.3 We reserve the right to:
(a) increase the Charges for the Ongoing Services on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period. The first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index;
(b) increase the price of the Goods, by giving notice to you at any time before delivery, to reflect any increase in the cost of the Goods to us that is due to:
(i) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(ii) any delay caused by any of your instructions in respect of the Goods or failure by you to give us adequate or accurate information or instructions in respect of the Goods.
11.4 In respect of Goods and Services, we shall invoice you for the relevant Charges at the intervals detailed in the Order.
11.5 You shall pay each invoice submitted by us:
(a) within [14] days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by us.
11.6 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT).
11.7 If we're unable to collect any payment you owe us we charge interest on the overdue amount at the rate of 8% a year above the Bank of England base rate from time to time. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
12. Intellectual property rights
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.
12.2 We grant to you, or shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to copy the Deliverables (excluding materials provided by you) for the purpose of receiving and using the Services and the Deliverables.
12.3 You shall not sub-license, assign or otherwise transfer the rights granted by clause 12.2.
12.4 You grant us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
13. Data protection
13.1 You recognise that the processing of Personal Data by us may be necessary in the performance of its obligations under this Contract, and that we have a legitimate interest in retaining and using such Personal Data in the operation of our business.
13.2 We shall only use your Personal Data in accordance with our privacy policy, which is available on our website at https://sgs-energy.co.uk/ or upon demand.
14. Insurance and Limitation of liability
14.1 During the term of this agreement we shall maintain in force, with a reputable insurance company, public liability insurance at an amount not less than £5,000,000.00 (Five million pounds); and employer’s liability insurance to cover the liabilities that may arise under or in connection with this agreement and shall produce to you on request both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.
14.2 We are responsible for losses you suffer caused by us breaking this contract unless the loss is:
(a) Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable);
(b) Caused by a delaying event outside our control;
(c) Avoidable. Something you could have avoided by taking reasonable action, including following our reasonable instructions for use;
(d) Caused as a result of use of materials, equipment or designs provided by you;
(e) Caused by your use of the Goods or Services contrary to our, or any manufacturer instructions; or
(f) Caused by your use of the Goods or Services after you becoming aware (or after such time as you could reasonably be deemed to have been aware) of a defect but prior to our repair or replacement of that defect.
14.3 Our total liability for the provision of Services will not exceed 120% of all Charges paid pursuant to this Contract.
15. Disputes
15.1 We will both endeavour to settle any dispute or difference amicably by direct negotiation.
15.2 If you and we are unable to settle the dispute; in the case of a renewable energy installation, it may be referred by either party, to adjudication in accordance with the HIES (The Home Insulation & Energy Systems Quality Assured Contractors Scheme) Adjudication Rules. The decision of the adjudicator shall be final and binding on the parties unless a notice of dissatisfaction is served by either party on the other within 28 days of the decision.
15.3 Any dispute that is not resolved by negotiation or adjudication shall be finally settled by the courts of England and Wales.
16. Termination
16.1 Without affecting any other right or remedy available to it, either party may terminate the Contract in so far as it relates to Ongoing Services by giving the other party not less than [3] months' written notice.
16.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of [10] days after being notified in writing to do so;
(b) the other party takes any step or action in connection with insolvency or bankruptcy proceedings;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
16.3 Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving written notice to you if:
(a) you fail to pay any amount due under the Contract on the due date for payment; or
(b) in the event that the delivery of Services is interrupted pursuant to clause 5.4, you fail to notify us within 30 days of the date of interruption of adequate steps that are being taken to make the Site safe for the delivery of the Services, or you fail to make safe the Site within 6 months of the date of notification.
16.4 Without affecting any other right or remedy available to us, we may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between you and us if you fail to pay any amount due under the Contract on the due date for payment, you become subject to any of the events listed in clause 16.2(b) to clause 16.2(d), or we reasonably believe that you are about to become subject to any of them. We shall be entitled to any reasonable costs incurred as a result of such suspension.
17. Consequences of termination
17.1 On termination of the Contract:
(a) you shall immediately pay to us all of our outstanding unpaid invoices including any interest due and, in respect of Services and Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt;
(b) you shall make available for collection all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for. We may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
18. Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 8 weeks, the party not affected may terminate the Contract by giving 10 days written notice to the affected party.
19. General
19.1 Assignment and other dealings
The Contract is personal to you. You may not transfer or assign it to any other person.
19.2 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the contract addresses detailed on the Order.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but the rest of the Contract will remain in effect. If any provision or part provision of the Contract is deemed deleted we will work together in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
19.4 Entire agreement.
The Contract constitutes the entire agreement between you and us.
19.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
19.6 Governing law. Subject to clause 14.2, the Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
19.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
20. Appendix 1 – Letter of Authority
