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Last updated November 09, 2020
1. Agreement to Terms
1.1 These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (you), and Duct-IN Ltd, located at 61 Bridge Street, Kington, Herefordshire HR5 3DJUnited Kingdom (we, us), concerning your access to and use of the DuctIn Website ( website as well as any related applications (the Site).
The Site provides the following services: HVAC Solutions providing ventilation and HVAC products  (Services). You agree that by accessing the Site and/or Services, you have read, understood, and agree to be bound by all of these Terms and Conditions.
If you do not agree with all of these Terms and Conditions, then you are prohibited from using the Site and Services and you must discontinue use immediately. We recommend that you print a copy of these Terms and Conditions for future reference.
1.2 The supplemental policies set out in Section 1.7 below, as well as any supplemental terms and condition or documents that may be posted on the Site from time to time, are expressly incorporated by reference.
1.3 We may make changes to these Terms and Conditions at any time. The updated version of these Terms and Conditions will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. You are responsible for reviewing these Terms and Conditions to stay informed of updates. Your continued use of the Site represents that you have accepted such changes.
1.4 We may update or change the Site from time to time to reflect changes to our products, our users’ needs and/or our business priorities.
1.5 Our site is directed to people residing in the United Kingdom. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
1.6 The Site is intended for users who are at least 18 years old. If you are under the age of 18, you are not permitted to register for the Site or use the Services without parental permission.
1.7 Additional policies which also apply to your use of the Site include:
  • 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.



2. Acceptable Use
2.1 You may not access or use the Site for any purpose other than that for which we make the site and our services available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
2.2 As a user of this Site, you agree not to:
  • 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
3. Information you provide to us
3.1 You represent and warrant that: (a) all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party; (b) you will maintain the accuracy of such information and promptly update such information as necessary; (c) you will keep your password confidential and will be responsible for all use of your password and account; (d) you have the legal capacity and you agree to comply with these Terms and Conditions; and (e) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site.
If you know or suspect that anyone other than you knows your user information (such as an identification code or user name) and/or password you must promptly notify us at
3.2 If you provide any information that is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account. We may remove or change a user name you select if we determine that such user name is inappropriate.
3.3 As part of the functionality of the Site, you may link your account with online accounts you may have with third party service providers (each such account, a Third Party Account) by either: (a) providing your Third Party Account login information through the Site; or (b) allowing us to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account.
You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.
3.4 By granting us access to any Third Party Accounts, you understand that (a) we may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “Social Network Content“) so that it is available on and through the Site via your account, including without limitation any friend lists; and (b) we may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account.
Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Site. Please note that if a Third Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Site.
You will have the ability to disable the connection between your account on the Site and your Third Party Accounts at any time. Please note that your relationship with the third party service providers associated with your third party accounts is governed solely by your agreement(s) with such third party service providers. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and we are not responsible for any Social Network Content.
You acknowledge and agree that we may access your email address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Site. At your email request to or through your account settings (if applicable), we will deactivate the connection between the Site and your Third Party Account and attempt to delete any information stored on our servers that was obtained through such Third Party Account, except the username and profile picture that became associated with your account.
4. Our content
4.1 Unless otherwise indicated, the Site and Services including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (Our Content) are owned or licensed to us, and are protected by copyright and trade mark laws.
4.2 Except as expressly provided in these Terms and Conditions, no part of the Site, Services or Our Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
4.3 Provided that you are eligible to use the Site, you are granted a limited licence to access and use the Site and Our Content and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.
4.4 You shall not (a) try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site; and/or (b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Site or Our Content, including the modification of the paper or digital copies you may have downloaded.
4.5 We shall (a) prepare the Site and Our Content with reasonable skill and care; and (b) use industry standard virus detection software to try to block the uploading of content to the Site that contains viruses.
4.6 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Site.
4.7 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that Our Content on the Site is accurate, complete or up to date.
5. Site Management
5.1 We reserve the right at our sole discretion, to (1) monitor the Site for breaches of these Terms and Conditions; (2) take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions; (3) remove from the Site or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.
5.2 We do not guarantee that the Site will be secure or free from bugs or viruses.
5.3 You are responsible for configuring your information technology, computer programs and platform to access the Site and you should use your own virus protection software.
6. Modifications to and availability of the Site
6.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.
6.2 We cannot guarantee the Site and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance of the Site or Services. We are not obliged to maintain and support the Site or Services or to supply any corrections, updates, or releases.
6.3 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.
7. Disclaimer/Limitation of Liability
7.1 The Site and Services are provided on an as-is and as-available basis. You agree that your use of the Site and/or Services will be at your sole risk except as expressly set out in these Terms and Conditions. All warranties, terms, conditions and undertakings, express or implied (including by statute, custom or usage, a course of dealing, or common law) in connection with the Site and Services and your use thereof including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement are excluded to the fullest extent permitted by applicable law.
We make no warranties or representations about the accuracy or completeness of the Site’s content and are not liable for any (1) errors or omissions in content; (2) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored on our server; (3) any interruption or cessation of transmission to or from the site or services; and/or (4) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party. We will not be responsible for any delay or failure to comply with our obligations under these Terms and Conditions if such delay or failure is caused by an event beyond our reasonable control.
7.2 Our responsibility for loss or damage suffered by you:
Whether you are a consumer or a business user:
  • 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.
Notwithstanding anything to the contrary contained in the Disclaimer/Limitation of Liability section, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to a total aggregate amount equal to the greater of (a) the sum of £5000 or (b) the amount paid, if any, by you to us for the Services/Site during the six (6) month period prior to any cause of action arising.
If you are a business user:
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
  • use of, or inability to use, our Site/Services; or
  • use of or reliance on any content displayed on our Site.
In particular, we will not be liable for:
  • 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.
If you are a consumer user:
  • 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.
8. Term and Termination
8.1 These Terms and Conditions shall remain in full force and effect while you use the Site or Services or are otherwise a user of the Site, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us at
8.2 Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the Services (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation.
If we determine, in our sole discretion, that your use of the Site/Services is in breach of these Terms and Conditions or of any applicable law or regulation, we may terminate your use or participation in the Site and the Services or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.
8.3 If we terminate or suspend your account for any reason set out in this Section 9, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
9. General 
9.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
9.2 These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us.
9.3 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.
9.4 We may assign any or all of our rights and obligations to others at any time.
9.5 We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control.
9.6  If any provision or part of a provision of these Terms and Conditions is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
9.7 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site or Services.
9.8 For consumers only – Please note that these Terms and Conditions, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction expect that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland. If you have any complaint or wish to raise a dispute under these Terms and Conditions or otherwise in relation to the Site please follow this link
9.9 For business users onlyIf you are a business user, these Terms and Conditions, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English Law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
9.10 The following are trade marks of Duct-IN Ltd. You are not permitted to use them without our approval, unless they are part of material our Site explicitly states you are permitted to use.
  • duct-in ltd, trade marked in united kingdom
9.11 A person who is not a party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.
9.12 In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us by email at or by post to:
Duct-IN Ltd
61 Bridge Street
Kington, Herefordshire HR5 3DJ
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

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

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

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

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 – 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

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

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

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

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

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

16. Guarantee and

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
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

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

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

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

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

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

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

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

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.

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

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.