Ice Energy Terms and Conditions of Business

1. DEFINITION AND INTERPRETATION

ICE ENERGY means Ice Energy Heat Pumps Ltd, whose registered office is at 9-10 Oasis Business Park, Stanton Harcourt Road, Eynsham, Oxon, 0X29 4TP

The Contract: means the offer for the supply of goods and/or services by ICE ENERGY in the form of the Quotation and these conditions and the acceptance of the offer by the Client.

The Services: means the goods and/or services to be provided by ICE ENERGY either directly or through others in accordance with the Quotation.

The Client: means the person, company or partnership stated in the ICE ENERGY Quotation.

The Specification: means the plans, drawings, data, specifications, performance details or other information, if any, defining the quality, quantity or description of any Services, as set out in the Quotation or subsequently varied by way of agreement in writing between ICE ENERGY and the Client.

The Quotation: means the quotation or customer order attached to these Terms & Conditions, from ICE ENERGY to the Client.

A deficiency: means a failure to comply with the Specification.

Unless otherwise expressly agreed in writing by ICE ENERGY, every Quotation for the provision of services subsequent to the initial Quotation or any variation thereto shall be subject to these Terms & Conditions which shall prevail over any conditions of purchase of the Client unless otherwise accepted in writing by ICE ENERGY. Except as expressly provided for in this document, no variation or amendment of this document or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of both parties.

2. ACCEPTANCE OF QUOTATION FOR SERVICES
2.1 The terms of the Quotation are open for acceptance by the Client within the period stated therein or, if none is stated, within 30 days from the date of the Quotation. Acceptance of the Quotation by the Client in writing shall constitute an acceptance of ICE ENERGY’s offer embodied in the Quotation and these conditions of Contract.

3. PERSONNEL 
3.1 The Services shall be carried out by personnel suitably qualified to ensure the efficient performance of the Services.

4. THE SERVICES
4.1 The Quotation is based upon information supplied by the Client to ICE ENERGY. Such information must adequately define the requirements relating to the permanent works and the conditions, circumstances and programme of work on site such that ICE ENERGY was able to prepare a realistic Quotation. In the event that information is found to be inadequate or defective and such inadequacies or defects affect the provision of the Services, ICE ENERGY shall accept no liability and the Client shall reimburse ICE ENERGY for any extra costs and delay and issue a fair extension of time to the Contract as necessary.

4.2 The compliance with any relevant rules and regulations and the obtaining of any necessary licences, permits, consents, approvals or other matters of a like nature necessary to enable ICE ENERGY to provide the Services to the Client shall be the responsibility of the Client except where expressly indicated otherwise within the Quotation. Nothing contained herein shall absolve ICE ENERGY of its duties and responsibilities under the law in regard to health and safety.

5. PRICE
5.1 Where expressly stated to be on a fixed price basis, the Quotation is based upon the types and rates of contributions, taxes, levies and duties (tax items) payable by ICE ENERGY, which are current at the date of the Quotation. If changes occur to any one or more tax items, after the date of the Quotation, then the price for the provision of the Services shall be adjusted accordingly.

5.2 The Quotation is based upon normal hours of working and the most cost effective work programme. If ICE ENERGY is required by the Client to work overtime, or is delayed, or has work disrupted by the Client or others, then the additional costs of such overtime, delay or disruption shall be added to the price for the provision of Services.

6. PAYMENT 
6.1 ICE ENERGY shall submit invoices to the Client in respect of the price of the Services in accordance with the stage payments set out in the Quotation.

6.2 The Client shall pay ICE ENERGY the invoiced sum without deductions within seven days of receipt of the invoice, unless stated otherwise in the Quotation. Time for payment shall be of the essence. Interest shall be payable at the rate of three per cent per annum above HSBC base rate on all overdue payments.

7. PROPERTY AND RISK
7.1 Unless stated otherwise in the Quotation, risk in any goods delivered as part of the Services shall pass to the Client on the date of delivery of such goods to the site or other agreed delivery point.

7.2 Notwithstanding delivery and passing of risk in the goods, property in the goods shall not pass to the Client until ICE ENERGY has received payment for such goods in full.

7.3 Until title passes, the Client shall hold any goods supplied under this contract as bailee for ICE ENERGY and shall store or mark them so that they can at all times be identified as the property of ICE ENERGY. ICE ENERGY may at any time before title passes and without any liability to the Client repossess and dismantle and use or sell all or any of the goods, and by doing so terminate the Client’s right to use, sell or otherwise deal in them; and for that purpose (or determining what if any goods are held by the Client and inspecting them) enter any premises of, or occupied by the Client.

8. WARRANTY
8.1 Unless stated otherwise in the Quotation, ICE ENERGY warrants that the Services will be supplied in accordance with the Specification and will be free from defects in material and workmanship for a period of twelve months from the date of completion of the Services. The Client shall advise ICE ENERGY in writing of any breach of this warranty within fourteen days of discovering such breach and confirm that it wishes to make a warranty claim for rectification of the defect.

8.2 In the event of a valid warranty claim by the Client, ICE ENERGY shall be entitled (at ICE ENERGY’s discretion) either to repair, replace or re-perform the defective part of the Services free of charge and ICE ENERGY shall have no further liability to the Client in particular in respect of consequential loss.

9. INDEMNITY AND INSURANCE
9.1 ICE ENERGY will maintain an appropriate level of insurance to meet its legal liability for injury to its own personnel, injury to third parties or damage caused to the property of others in the course of work under the Services to be provided.

10. LIABILITY OF ICE ENERGY
10.1 ICE ENERGY shall not be liable for any indirect or consequential losses, loss of contracts, damages or loss of profits or any costs incidental thereto, arising from the provision of the Services, including without limitation any delays, loss of use or loss of profits resulting therefrom.

10.2 The liability of ICE ENERGY shall be limited to the re-performance of the Services, in so far as it is possible, to the extent necessary to remedy any material performance deficiencies provided that the Client gives written notice of the deficiencies as provided in clause 8.1 above.

10.3 ICE ENERGY accepts no liability for any effect that drilling, grouting, trenching or permanent boreholes may have on foundations, services or structures, and the Client should arrange for his other Consultants to advise on the potential impact of such works and approve the position and construction of such boreholes and trenches.

10.4 ICE ENERGY shall be reliant upon information provided by the Client, it’s Architects, Engineers and contractors and no liability is accepted by ICE ENERGY for the adequacy or correctness of such information. In the event that basic design information is not provided by the Client and ICE ENERGY derives its own performance figures for the purposes of providing a budget estimate, then the Client shall be responsible for approval of such figures prior to the production of the final Specification or any variation thereto.

11. FACILITIES TO BE SUPPLIED TO ICE ENERGY
11.1 Where the performance of the Services includes installation of materials and equipment at a site, the following services shall be provided to ICE ENERGY free of charge unless otherwise stated
in the Quotation:
i Off loading, dry storage and protection of equipment and materials.
ii Movement and hoisting of equipment and materials from storage to location of installation.
iii Protection of partially complete and complete installations.
iv Location and marking of underground and other services prior to any drilling or excavations ICE ENERGY accepts no liability for damage to unmarked services.
v Free and adequate water supply adjacent to the point of use.
vi Loading and removal from site of drilling arisings and surplus excavated material.
vii Excavation of trenches for pipelines and pits for access points.
viii Free and adequate temporary electrical power and lighting at point of use.
ix Washing, messing, first aid and toilet facilities.
x Provision of holes, chases and slots in structure as required and subsequent making good, including redecoration.
xi Central point on site for general rubbish to be deposited, for clearance off site by others.
xii Electrical and plumbing connections and the work of other trades including necessary attendance during commissioning.
xiii Excavation, backfilling and compaction of trenches as required.

12. GENERAL
12.1 ICE ENERGY shall not be liable for any failure in the performance of any of its obligations under this document caused by factors outside its control.

12.2 This document shall be governed by English law and the Client consents to the exclusive jurisdiction of the English courts in all matters regarding it, except to the extent that ICE ENERGY invokes the jurisdiction of the courts of any other country.

12.3 Any notice given under this deed shall be in writing and may be served:
personally;
- by registered or recorded delivery mail;
- by telex or facsimile transmission (the latter confirmed by telex or post); or
- by any other means which any party specifies by notice to the others.

Each party’s address for the service of notice shall be their above mentioned address or such other address as they specify by notice to the others. A notice shall be deemed to have been served:
- if it was served in person, at the time of service;
- if it was served by post, 48 hours after it was posted; and
- if it was served by telex or facsimile transmission, at the time of transmission.