Terms & Conditions
1. Your contract is with Compulogic Ltd., trading as Apollo Solar Electric (referred to as “Apollo Solar Electric”, “us” or “the company”) for the Products or services described in the Proposal.
2. Our Proposal and these terms constitute the entire agreement between you and Apollo Solar Electric. They prevail over any inconsistent terms and conditions contained or referred to in the Client’s acceptance of order or otherwise. No variations shall be valid unless confirmed in writing by us. Special terms, if any, shall be specified in the Proposal. In the event of any ambiguity in interpreting the Proposal with these terms and conditions these terms will prevail.
3. The following words and expressions have the following meanings “Proposal” : the documents issued by Apollo Solar Electric including information provided by the company website defining the products or services to be provided and the price payable for the products or services “Price” : the price specified in the Proposal or subsequently agreed between the parties “Client” : the individual or organisation to whom the Proposal is addressed “Products or services” : the products or services described in the Proposal “Goods” : all items supplied as part of the products or services.
Price and Payment
4. The Price and payment schedule are stated in the Proposal. All figures exclude VAT unless otherwise stated. On amounts due but not paid we reserve the right to charge interest at 2% above the NatWest Bank plc base rate applicable at the time the payment was due.
5. No discounts on the Price or retentions of payment shall be made unless specifically agreed before an order is placed with Apollo Solar Electric otherwise none shall apply.
Scope of Work
6. The Products or services to be provided by Apollo Solar Electric are defined in the Proposal.
7. No materials will be ordered or allocated for the Products or services until an order is placed with the Company. We shall not be liable for any delay in any programme caused by the Client’s failure to place a confirmed order sufficiently early.
8. The Proposal is based on facts known at the time of its preparation including information supplied by Client. Subsequent information and/or changes in circumstances may mean that the products or services need to be redefined.
9. An equitable adjustment shall be made to the Price and / or the programme if any change to the project causes a significant change in the Products or services, costs or the time for delivery of the Products or services.
10. The estimated time for delivery of the Products or services is stated in the Proposal. Unless otherwise agreed time shall not be of the essence.
Risk & Property
11. Unless otherwise agreed, risk in all Goods passes on delivery to the client. The client will be responsible for off-loading and secure storage of the Goods.
12. Notwithstanding delivery and passing of risk, the Goods remain the property of Apollo Solar Electric until the Buyer pays to Apollo Solar Electric the agreed price for the Goods (together with any accrued interest) and no other sums whatever shall be due from the Buyer to Apollo Solar Electric. If full payment is not received within a reasonable time we reserve the right to remove the Goods and you give us permission to enter your property to do so.
13. Any property of the Client in Apollo Solar Electric’s possession or under its control and all property supplied to Apollo Solar Electric by or on behalf of the Buyer is held at the Buyer’s risk.
Health & Safety
14. The Client and Apollo Solar Electric both agree to comply in all respects with all provisions of section 6 of the Health and Safety at Work Act 1974 during performance of the Products or services
Liability & Indemnity
15. Apollo Solar Electric warrants that the Products or services shall be in accordance with accepted professional standards and practices current at the time of delivery of the Products or services and that the Products or services shall conform to the contract specifications
16. We will not enter into any collateral warranty unless the Client has advised us prior to the commencement of delivery of the Products or services a collateral warranty will be required. Sufficient time shall be allowed for negotiating any warranty.
17. All warranties other than the above whether express or implied including without limitation warranties of fitness for purpose are expressly excluded.
18. Apollo Solar Electric shall not be liable to the Buyer for (a) defects in the Goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or any act of neglect or default of the Client (b) any costs incurred or losses suffered as a result of incorrect installation of the Goods by the Buyer in particular on supply only contracts
19. Apollo Solar Electric shall not be liable for any loss, damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work carried out without Apollo Solar Electric’s prior written approval. The Client shall indemnify Apollo Solar Electric against each loss, liability, and cost arising out of such claims.
20. Apollo Solar Electric’s aggregate liability to the Client, whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed the Price of the goods and Products or services as determined by the net price invoiced to the Client in respect of any occurrence or series of occurrences.
21. Apollo Solar Electric’s prices are determined on the basis of the limits of liability set out in these conditions. The Client may by written notice to Apollo Solar Electric request Apollo Solar Electric to agree a higher limit of liability provided insurance cover can be obtained for such higher limit. Apollo Solar Electric shall effect insurance up to such limit and the Client shall pay on demand the amount of the premiums. The Client shall disclose such information as the insurers shall require and in no case shall the Buyer be entitled to recover from Apollo Solar Electric more than the amount received from the insurers.
Intellectual Property rights
22. For the purposes of these terms “Intellectual Property” means any patent, rights to inventions, utility model, registered design, copyright and related right, database right, design right, topography right, trade mark, service mark, trade, business and domain name, right in goodwill or to sue for passing off, unfair competition right, right in computer software, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection whatsoever in any part of the world
23. Any and all of the Intellectual Property in the drawings, concepts or other materials that Apollo Solar Electric may provide to Seller in connection with the Contract shall remain the exclusive property of Apollo Solar Electric and Seller shall not during or at any time after the expiry or termination of the contract in any way question or dispute the ownership of any such rights of Apollo Solar Electric.
24. You agree that any new Intellectual Property that arises in connection with the contract, or products belonging to Apollo Solar Electric, shall be owned absolutely by Apollo Solar Electric. Seller hereby assigns to Apollo Solar Electric with full title and guarantee all rights in and to any such new Intellectual Property for the full duration of such rights, wherever in the world enforceable, and shall procure such an assignment from any employee, consultant or any other party who is involved with the contract. You agree to execute (or procure that the employee, consultant or any other party it shall involve with the contract executes) all documents and assignments and do all such things as may be necessary to protect Apollo Solar Electric’s title to the new Intellectual Property or to register Apollo Solar Electric as owner of all registrable rights
25. Copyright in all outputs generated by Apollo Solar Electric in connection with the Products or services (such as drawings and reports) shall remain vested in Apollo Solar Electric but the Client shall have a licence to copy and use such outputs for any purpose solely related to the project for which the Products or services are performed. Apollo Solar Electric shall not be liable for any use by the Client of any of the outputs for any purpose other than that for which the same were prepared and provided.
26. Neither party shall recruit or engage directly or indirectly whether as an employee or as a contractor or through any third party any personnel who have been connected with the delivery of the Products or services.
27. Any dispute arising under these conditions which cannot be resolved by agreement shall be referred to an arbitrator agreed between the parties or failing agreement appointed by the President of the Chartered Institute of Arbitrators and settled according to the JCT Construction Industry Model Arbitration Rules (JCT 1998).
28. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these conditions nor any Contract made under them and no person other than the Client and Apollo Solar Electric shall have any rights thereunder, nor shall these conditions or any Contract be enforceable under that act by any other person.
29. Any additional warranty provided by Apollo Solar Electric relating to the Products or services is stated in the Proposal. We will also pass on to the Buyer the benefit of any warranty given by the manufacturer of the Goods.
30. If Apollo Solar Electric is prevented from or delayed in the carrying on of its business due to circumstances beyond its reasonable control including, but not limited to, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 90 days, Apollo Solar Electric shall be entitled to give notice in writing to terminate the contract.
Law and Jurisdiction
31. These conditions and any Contract made under them shall be governed by and construed in accordance with English law and the courts of England shall have exclusive jurisdiction. Nothing in these conditions shall limit the right of Apollo Solar Electric to take proceedings in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.