- Our Privacy Notice __________, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using the Site, you consent to such processing and you warrant that all data provided by you is accurate.
- Our Cookie Policy __________, which sets out information about the cookies on the Site.
- Systematically retrieve data or other content from the Site to a compile database or directory without written permission from us
- Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretenses
- Use a buying agent or purchasing agent to make purchases on the Site
- Use the Site to advertise or sell goods and services
- Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use
- Engage in unauthorized framing of or linking to the Site
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords
- Make improper use of our support services, or submit false reports of abuse or misconduct
- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools
- Interfere with, disrupt, or create an undue burden on the Site or the networks and services connected to the Site
- Attempt to impersonate another user or person, or use the username of another user
- Sell or otherwise transfer your profile
- Use any information obtained from the Site in order to harass, abuse, or harm another person
- Use the Site or our content as part of any effort to compete with us or to create a revenue-generating endeavor or commercial enterprise
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site
- Attempt to access any portions of the Site that you are restricted from accessing
- Harass, annoy, intimidate, or threaten any of our employees, agents, or other users
- Delete the copyright or other proprietary rights notice from any of the content
- Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code
- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site, or any material that acts as a passive or active information collection or transmission mechanism
- Use, launch, or engage in any automated use of the system, such as using scripts to send comments or messages, robots, scrapers, offline readers, or similar data gathering and extraction tools
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site
- Use the Site in a manner inconsistent with any applicable laws or regulations
- Threaten users with negative feedback or offering services solely to give positive feedback to users
- Misrepresent experience, skills, or information about a User
- Advertise products or services not intended by us
- Falsely imply a relationship with us or another company with whom you do not have a relationship
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- If we fail to comply with these Terms and Conditions, we will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions, but we would not be responsible for any loss or damage that were not foreseeable at the time you started using the Site/Services.
- use of, or inability to use, our Site/Services; or
- use of or reliance on any content displayed on our Site.
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
- Please note that we only provide our Site for domestic and private use. You agree not to use our Site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation.
- You have legal rights in relation to goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms and Conditions will affect these legal rights.
- duct-in ltd, trade marked in united kingdom
10. Specification
Goods will be
supplied in accordance with Duct-IN’s standard specification for the relevant
type. Duct-IN reserves the right to make such improvements to and modifications
of such specification as it or its suppliers think desirable in all
circumstances.
11. Packaging
11.1 The
specification for packaging the products shall be entirely at the discretion of
Duct-IN and it’s suppliers who shall have the right to pack all products in
such manner and with such materials and in such quantities as it in its
absolute discretion thinks fit and shall not be obliged to comply with any
packaging instructions or requests of the Customer.
12. Delivery and
Risk
12.1 a) In the
case of all UK sales involving delivery within the UK the goods will be
delivered by Duct-IN and it’s suppliers to the Customer’s premises. Goods shall
be at the Customer’s risk immediately on delivery into the Customer’s premises
(or into custody on Customer’s behalf if sooner) and should be insured
accordingly.
b) Unless
otherwise agreed, in the case of all non-UK sales involving delivery outside
the UK the goods will be delivered FOB the premises or port nominated by
Duct-IN. Risk of loss and damage to the goods shall pass to the Customer upon
delivery FOB the place nominated by Duct-IN. The goods shall, once the risk has
passed to the Customer in accordance with this clause, be and remain at the
Customer’s risk at all times unless and until Duct-IN has retaken possession of
the goods and the Customer shall insure accordingly.
12.2 A delivery
schedule should be agreed with Duct-IN prior to placing the order. While
Duct-IN will endeavour to comply with such or any other agreed time(s) for
delivery, Duct-IN shall not in any circumstances be liable for any failure to
do so or any delay in delivery. Duct-IN Ltd Terms and Conditions of Sale June
2020
12.3 Duct-IN
reserves the right to charge carriage, insurance and storage in cases where the
Customer refuses to accept delivery of goods supplied by Duct-IN in response to
a duly authorised order received from the Customer.
12.4 Goods shall
be signed for on receipt. Any alleged shortages, discrepancies or damage must
be notified to Duct-IN within 72 hours of receipt of goods by notice in writing
addressed to: Duct-IN Ltd – orders@ductin.co.uk For the
attention of: Orders
12.5 The
Customer agrees not to re-sell outside the UK any goods supplied by Duct-IN and
covered by the Export of Goods (Control) Order 1989 (or any reenactment
thereof) or the Export Administration Act 1979 (as amended) (or any reenactment
thereof) without obtaining all necessary licences thereunder and agrees not to
resell such equipment in the UK to a purchaser, knowingly or being given
reasonable grounds to suspect by the purchaser that the purchaser intends to
export such equipment without first obtaining such licences or a copy of such
licences obtained by the purchaser, and the Customer agrees to impose upon
persons purchasing such equipment obligations corresponding to those set out
above.
13. Fabricated
Items & Grilles (Inlcudes Plenums, Grille Boxes, drip trays, Weatherproof
Housings and any bespoke item requested)
13.1 Duct-IN
does not accept responsibility for incorrect dimensional data from Air
Conditioning Manufacturers service manuals and data books. It is customers
responsibility to check dimensions are correct.
13.2 Duct-IN on
receipt of order will issue via email a W-Note drawing confirming dimensions,
nothing is to be fabricated until customer confirms back that the W-Note
suitable for their application.
13.3 Duct-IN
Return Filter Boxes are made to a standard specification and can not be fully
accurate without customer confirming the exact dimensions of the manufacturers
filter. This is the responsibility of the customer to provide this information.
13.4 Duct-IN
Grille Boxes are not fabricated until in receipt of the Grilles. This in some
cases can delay the lead time advised at order stage.
13.5 Duct-IN
fabricates items without survey so in some cases customer may need to make some
on site modifications to ensure the items fit.
14. Property and
Risk
14.1 Duct-IN
shall retain title to the goods until it has received payment in full of all
sums due in connection with the Contract or any other account. For these
purposes Duct-IN has only received a payment when the amount of that payment is
irrevocably credited to its bank account.
14.2 The
Customer shall store goods owned by Duct-IN in such a way that they are clearly
identifiable as Duct-IN ‘s property and shall maintain records of such goods
identifying them as Duct-IN ‘s property. All goods supplied by Duct-IN in the
Customer’s possession shall be presumed to belong to Duct-IN (unless the
Customer can prove otherwise).
14.3 Until title
to the goods has passed to the Customer in accordance with Clause 6.1 Duct-IN
shall be entitled to trace the proceeds of sale of any goods owned by Duct-IN.
Such proceeds shall be held by the Customer on trust for Duct-IN and at Duct-IN
‘s request will be paid into a separate bank account.
14.4 Customer
will not give less than fourteen (14) days’ notice to Duct-IN before applying
to the Court for appointment of an administrator. Failure to give such notice
shall be deemed to be a fundamental breach of the Contract.
14.5 Customer’s
right to possession of the goods will cease at the earliest of the following
dates:
14.5.1 the date
of a notice given under Clause 6.4 or the latest date on which such notice
should have been given.
14.5.2 the date
on which the Customer commits any act or makes any omission which would entitle
a receiver to take possession of any asset or would entitle any person to
present a petition for winding up or to apply for an administration order in
respect of the Customer or any event referred to in Clause 6.6 occurs.
14.6 If the
Customer fails to make any payment to Duct-IN when due, compounds with its
creditors, executes an assignment for the benefit of its creditors, commits any
act of bankruptcy or, being a company, enters into voluntary or compulsory
liquidation or has a receiver, manager, administrator or administrative
receiver appointed over all or parts of its assets or takes or suffers any
similar action in consequence of a debt or becomes insolvent or if Duct-IN has
reasonable cause to believe that any of these events is likely to occur,
Duct-IN shall have the right, without prejudice to any other remedies:
14.6.1 to enter
without prior notice any premises where goods owned by it may be, Duct-IN Ltd Terms and
Conditions of Sale June 2020 and to repossess and dispose of any goods
owned by it so as to discharge any sums owed to it by the Customer under the
Contract or any other agreement;
14.6.2 to
require the Customer not to resell or part with possession of any goods owned
by Duct-IN until the Customer has paid in full all sums owed by it to Duct-IN
under the Contract or any other agreement;
14.6.3 to
withhold delivery of any undelivered goods and stop any goods in transit;
14.6.4 to amend
the payment terms of the Contract at its sole discretion, so as to require of
the Customer on five (5) days’ notice issued by post or email: to make the
immediate payment of all monies owing to Duct-IN on a date of Duct-IN’s
choosing; to pay cash with order; and/or to make payment(s) on any other terms
instructed by Duct-IN; and
14.6.5 to
terminate a respective Contract, or any other agreement or accepted order, in
part or full, at the sole discretion of Duct-IN without incurring any liability
by giving the Customer no less than seven (7) days’ notice by postor email.
14.7 Unless
Duct-IN expressly elects otherwise, any Contract between it and the Customer
for the supply of goods shall remain in existence notwithstanding any exercise
by Duct-IN of its rights under Clause 6. The Customer shall be responsible for
any costs and expenses incurred by Duct-IN in exercising its rights under this
Clause 6.
14.8 Nothing in
this Clause 6 shall give the Customer any right to return the goods. Duct-IN
may sue the Customer for the price when due (without prejudice to its other
rights hereunder) notwithstanding that the property in the goods may not have
passed to the Customer.
14.9 The
Customer acknowledges that Duct-IN is the absolute owner of Duct-IN ‘s
“Intellectual Property Rights” (being any patents, inventions, copyright and
related rights, trade marks, trade names, rights to goodwill or to sue for
passing off rights in designs, rights in computer software, database rights,
rights in confidential information (including know-how), utility models and any
other intellectual property rights, in each case whether registered or
unregistered and including all applications (or rights to apply) for, and
renewals or extensions of, such rights and all similar or equivalent rights or
forms of protection which subsist or will subsist now or in the future in any
part of the world) and the Customer shall not assert or attempt to assert any
rights in relation to Duct-IN ‘s Intellectual Property Rights. Duct-IN shall
not be liable for claims arising from an infringement of third party
Intellectual Property Rights.
14.10 The
Customer shall not use or exploit Duct-IN ‘s Intellectual Property Rights, and
in no circumstance shall the Customer reproduce, modify, adapt, merge,
translate, disassemble, decompile, recompile or reverse engineer any of
Duct-IN’s Intellectual Property Rights or any software embedded in, or forming
part of (directly or indirectly) Duct-IN’s goods and/or ancillary services
related to delivery of the goods, or create derivative works based on the whole
of or any part of the software or incorporate the software into any other
software program not provided by Duct-IN, and the Customer undertakes to only
use any such software in the operation of the goods and/or ancillary services
related to delivery of the goods.
14.11 The
Customer shall indemnify Duct-IN and keep Duct-IN indemnified from and against
all claims, damage, losses, costs (including all reasonable legal costs),
expenses, demands or liabilities arising out of or in connection with any claim
alleging that Duct-IN has infringed the Intellectual Property Rights of a third
party in supplying the goods and/or ancillary services related to delivery of
the goods in accordance with the Customer’s instructions or to a specification
provided by the Customer.
Duct-IN Ltd Terms and
Conditions of Sale June 2020
15. Price and
Payment
15.1. Unless
agreed separately and in writing by Duct-IN the price of the goods shall be the
price ruling in Duct-IN ‘s current Trade Price List at date of despatch.
Duct-IN has the right to alter the prices contained in the Trade Price Lists at
any time without prior notice and it shall notify the Customer of any price
variations before despatch of the goods and the Customer shall be entitled upon
receiving notification of such variation to cancel the Contract by written
notice to Duct-IN delivered within seven (7) days of such notification without
incurring liability to Duct-IN.
15.2. Unless
otherwise agreed in writing all money due to Duct-IN shall be paid by the end
of the month following the date of the invoice. Any sums unpaid shall
thereafter bear interest at 2% per calendar month accruing from day to day.
15.3. The
Customer agrees and acknowledges that Duct-IN reserves the right by notice in
writing to withdraw any credit facility offered to the Customer in the event
the Customer’s financial standing deteriorates to a level whereby it is unable
to pay its debts as they fall due; or Duct-IN has reasonable cause to believe
that
the foregoing is
imminent and/or reasonably likely to occur during the term of the Contract(s),
as determined by Duct-IN either: (i) acting alone or (ii) in conjunction with
its credit insurance provider (a “Financial Change”).
15.4. In the event
that credit is withdrawn due to a Financial Change, Duct-IN may:
15.4.1 at its
option, without incurring any liability, cancel any undelivered or incomplete
portion of the Contract, or cancel any other agreement with the Customer and
stop the manufacture and/or delivery of any goods;
15.4.2 change
the Customer’s account to a cash with order account; and
15.4.3 without
prejudice to any other rights, demand immediate payment of any outstanding
amounts which shall thereupon become due and payable.
15.5. Unless
otherwise agreed in writing for goods to be delivered by Duct-IN to a shipping
destination outside the UK, the Customer undertakes to make payment by
irrevocable letter of credit, confirmed by a first class London or Scottish
clearing bank, at least ten (10) days prior to the scheduled delivery date.
15.6. Should the
Customer make default in any payment or commit any act of bankruptcy or be the
subject of a bankruptcy petition or execute an assignment for the benefit of
his creditors, or, being a company, enter into voluntary or compulsory
liquidation or suffer a Receiver or Administrator to be appointed over all or
any part
of his or its
assets, then without prejudice to any other rights or remedies Duct-IN may at
its option without incurring any liability cancel any undelivered or incomplete
portion of the Contract or cancel any other contract with the Customer and stop
any goods in transit, and may without prejudice to any other rights
demand immediate
payment of any outstanding amounts which shall thereupon become due and
payable.
16. Guarantee and
Exclusions
16.1 All
warranties and guarantees are subject to Duct-IN’s suppliers terms and
conditions of sale which are available upon request.
17. Returned Goods
17.1 The
Customer shall be responsible for the cost of carriage and insurance in respect
of all goods returned by the Customer to Duct-IN for service or credit which
goods shall be at risk of the Customer until actual receipt thereof by Duct-IN
17.2 Duct-IN
will not accept returned goods for credit or rectification unless such return
has been authorised in writing by the appropriate Department of Duct-IN or
otherwise confirmed in accordance with that Department’s returns procedure and
Duct-IN
Terms and Conditions of Sale June 2020 the goods are received by Duct-IN in stock
condition and Duct-IN reserves the right to determine at its sole discretion
whether to accept the return of the goods or whether to rectify the goods or
whether to issue a credit note in respect thereof.
17.3 Duct-IN
will not accept returned goods for credit for fabricated items once W-Note has
been approved by customer
17.4 Duct-IN
will not issue credit for fabricated items made in error. Duct-IN will remake
the item in question at our cost.
17.5 If Duct-IN
accepts a return it is subjected to a 20% restocking charge or in line with the
manufacturers restocking charge policy
17.6 AIRZONE’S products are subject to compatibility and it is critical the correct information at point of order. Goods will be non-returnable for incorrect compatibility.
17.7 AIRZONE’S restocking policy is that the products have to be unboxed in its originally packaging and not installed. re-stocking fees apply.
17.8 AIRZONE will only issue replacement parts under warranty subject to approval with their technical team. no refunds / returns will be accepted.
17.9 All Airzone products are subject to the manufacturers T&C’s
18. Cancellation
Orders, once
accepted, cannot be cancelled by the Customer without Duct-IN’s written
approval, in which case the Customer agrees to indemnify Duct-IN for all loss
suffered by it as a result of an approved cancellation. Duct-IN may in any
event terminate any Contract in part or full, or any other agreement or
accepted order subject to these Terms and Conditions of Sale, at any time
without incurring any liability; by giving the Customer no less than seven (7)
days’ notice by post or email.
19. Technical
Information and Trademarks
19.1 All
technical information, specifications and drawings and any confidential
information of any kind coming into the possession of the Customer in
connection with any of Duct-IN ‘s products remain the property of Duct-IN and
shall not be used by the Customer other than for the performance of any
contract between Duct-IN and the Customer. All documents shall be returnable on
request.
19.2 All
information of a technical nature and particulars of goods and performances
given by Duct-IN are given in good faith, but no responsibility is accepted by
Duct-IN for their accuracy and their supply shall not be used to found
liability on Duct-IN ‘s part.
19.3 The
Customer shall not do any act in relation to the goods to which Section 6 of
the Trade Marks Act 1938 (as amended) applies, namely the Customer shall not:
19.3.1 Apply any
trade mark of which Duct-IN is the proprietor or registered user (“Duct-IN
Trade Mark”) to the goods after they have suffered any alteration in their
state or condition, get-up or packing;
19.3.2 Alter
partly remove or partly obliterate any Duct-IN Trade Mark:
19.3.3 Apply any
other trade mark to the goods;
19.3.4 Add any
other matter in writing that is likely to injure the reputation of any Duct-IN
Trade Mark.
20. Availability of
Goods
20.1 Delivery is
subject to the availability of the goods and if, owing to non-availability of
such goods or any other cause beyond the control of Duct-IN, Duct-IN shall be
unable to carry out its obligations hereunder it shall be entitled to determine
this Contract forthwith by giving notice in writing to the Customer to that
effect.
20.2 Duct-IN
does not accept liability for any loss, cost, liquidated damages or any
unascertained, general or special damages of any nature whatsoever or any other
claim or fine or expense (directly or indirectly) connected to delays of goods
21. Severability
In the event
that any of these Conditions or any part of any of them shall be held to be
invalid or unenforceable, such invalidity or unenforceability of such condition
or part thereof shall not affect the validity and enforceability of all
remaining Conditions and parts of Conditions.
22. Proper Law and
Jurisdiction
22.1 This
Contract shall in all respects be governed by English Law.
22.2 The
Customer submits to the non-exclusive jurisdiction of the English Courts,
without prejudice to the right of Duct-IN to bring any action before any other
courts having jurisdiction.
23. COVID-19 and
Brexit
23.1 The (i)
global spread, and subsequent pandemic waves, of coronavirus (“COVID-19”), and (ii) the
process of the United Kingdom’s exit from the European Union and Duct-IN Terms and
Conditions of Sale June 2020
direct and
indirect consequences of the foregoing (“Brexit”) are, together and/or separately, reasonably
likely to result in material delay to component procurement, production,
shipment and delivery and in other supply chain delays which in turn may cause
delays in any delivery date or completion of Duct-IN goods and/or
ancillary
services related to delivery of the goods, whether foreseen or unforeseen
(together, or separately, a “Special Delay”).
23.2 As a
prevailing special condition to any Duct-IN quotation, and without prejudice to
these Terms & Conditions, the Customer acknowledges and agrees that any
indicated or proposed date, milestone or other time period set out in a
Contract and/or in any other document, email, purchase order, order acknowledgment
or communication (in oral or recorded form); is to be construed solely as an
estimate for time of delivery or performance; and any provision or term to the
contrary is deemed amended and to be interpreted in accordance with this
clause.
23.3 Any Special
Delay shall not be grounds for the Customer to terminate or cancel an order for
goods and/or ancillary services related to delivery of the goods which is the
subject of a Duct-IN quotation, without Duct-IN’s prior written approval.
23.4 Duct-IN
does not accept liability for any loss, cost, liquidated damages or any
unascertained, general or special damages of any nature whatsoever or any other
claim or fine or expense (directly or indirectly) connected to COVID-19 or
Brexit.
23.5 If either
party becomes aware of the likelihood of delay or any actual delay in delivery
or performance resulting from a Special Delay, the party first aware of the
Special Delay shall use all reasonable endeavours to notify the other party of
the same in writing, by recorded post, whereupon Duct-IN shall issue a revised
delivery date or alternative remedy.
Reviewed:
November 2020
Data Protection
and personal data
How and why we
use your information:
Duct-IN Ltd may
obtain Credit and Anti-Fraud Information (defined below) from
you, credit
reference agencies and fraud prevention agencies for the purposes of verifying
your identity, to comply with anti-money laundering duties and to meet its
obligations under the Criminal Finances Act 2017 to ensure no facilitation of
tax evasion, determining your eligibility for credit and to administer your
payment. This
may also involve us obtaining details of your financial associates (a person
with whom you have or have had joint personal financial arrangements with)
and/or individual director(s), partners(s) or
proprietors of
the applicant.
If you give
Duct-IN false or inaccurate information it will record this. When you ask for
credit Duct-IN may share any of the preceding information, the request for
credit and its our response with credit reference agencies who may share it
with other lenders as part of a reciprocal credit analysis and anti-fraud
scheme and who may take such information into account in relation to their lending
or fraud detection decisions. Duct-IN may also share this information with debt
recovery agents. Formally applying for credit with Duct-IN (as opposed to an
exploratory quote) will create a “hard search footprint” which may be taken
into account in future credit assessments.
We justify our
use of this information on the basis that it is either necessary for the
performance of a contract with you, or it is on the basis of our legitimate
interests (to better price credit risk and to protect our business and society
from crime and its consequences), or (where criminal convictions data or
politically exposed persons listings are processed) that is it in the
substantial public interest (the detection and prevention of crime).
Credit and
Anti-Fraud Information means information which establishes your identity, such
as driving licences, passports and utility bills; information about
transactions, requests for Duct-IN Terms and Conditions of Sale June 2020 credit and
non-payment of debts with us and third parties and credit ratings from credit
reference agencies; fraud, offences, suspicious transactions, politically
exposed person and sanctions lists where your details are included. The credit
reference agencies may include: COFACE, Experian and others.
Who your data is
shared with:
In addition to
those credit reference and fraud prevention agencies, we may pass any personal
data you disclose on this form to any third party supplier or subcontractor,
agent or advisor performing services activities or conduct data processing
services on our on our behalf.
Data retention:
As noted in our
privacy policy, our retention periods for personal data are based on business
needs and legal requirements; we retain personal data for as long as is
necessary for the processing purpose(s) for which the information was
collected, and any other permissible, related purpose.
When personal
data is no longer needed, we either irreversibly anonymise the data (and we may
further retain and use the anonymised information) or securely destroy the
data.
However, where
you provide personal data in your capacity as a data controller then you (and
any data subject) may request at any time amendment or deletion of any personal
data held by us.