1. Definitions

In these Terms & Conditions:

• “Company”, “we”, “us”, “our” means ClimaParts and/or its associated trading entities.
• “Customer”, “Buyer”, “you”, “your” means any individual, business, contractor, reseller, installer, facilities management provider, or organisation purchasing goods or services from us.
• “Goods” means all products, spare parts, equipment, materials, software, consumables, and associated items supplied by us.
• “Services” means diagnostics, sourcing, technical support, logistics, commissioning support, engineering support, identification assistance, consultancy, or any related activity.
• “Website” means ClimaParts.

2. Basis of Sale

2.1 All orders are accepted strictly subject to these Terms & Conditions.

2.2 Any alternative or conflicting terms proposed by the Customer shall not apply unless expressly agreed in writing by a director of the Company.

2.3 By placing an order, the Customer confirms acceptance of these Terms & Conditions in full.

2.4 No employee, agent, or representative has authority to vary these Terms unless confirmed in writing by a director.

2.5 Product images, descriptions, compatibility references, and specifications are illustrative only and may vary from actual supplied goods.

3. Business-to-Business Transactions

3.1 Unless expressly stated otherwise in writing, all sales are conducted on a business-to-business (“B2B”) basis.

3.2 Consumer protection regulations, distance selling regulations, and cooling-off periods shall not apply to B2B transactions.

3.3 The Customer confirms it possesses sufficient technical competence to identify, specify, install, and use the Goods safely and correctly.

4. Quotations & Pricing

4.1 All quotations are:

• subject to availability,
• subject to prior sale,
• non-binding,
• valid for 7 days unless otherwise stated.

4.2 Prices are exclusive of:

• VAT,
• import duties,
• customs charges,
• handling fees,
• site attendance,
• installation,
• commissioning,
• testing,
• certification,

unless expressly stated.

4.3 We reserve the right to correct:

• typographical errors,
• pricing errors,
• technical errors,
• exchange rate fluctuations,
• supplier pricing changes,

at any time prior to dispatch.

4.4 Prices may change without notice.

5. Orders

5.1 Orders are only binding once accepted by us in writing.

5.2 We reserve the right to:

• reject any order,
• cancel any order,
• limit quantities,
• refuse supply,

without liability.

5.3 Once ordered, non-stock, special-order, OEM, bespoke, imported, programmed, or customer-specific items cannot be cancelled.

5.4 Customers are solely responsible for ensuring:

• model numbers,
• serial numbers,
• compatibility,
• refrigerant type,
• voltage,
• specifications,
• dimensions,
• firmware versions,

are correct before ordering.

6. Payment Terms

6.1 Unless otherwise agreed in writing:

• all orders are strictly pro forma,
• payment must clear prior to dispatch.

6.2 We reserve the right to:

• withdraw credit facilities,
• amend credit limits,
• require deposits,
• suspend deliveries,

without notice.

6.3 Time for payment is of the essence.

6.4 Late payments shall incur:

• statutory interest under the Late Payment of Commercial Debts legislation,
• compensation fees,
• debt recovery costs,
• legal costs,
• administrative charges.

6.5 The Customer shall indemnify us against all costs incurred recovering overdue sums.

6.6 Ownership of Goods shall not pass until full cleared payment has been received.

7. Retention of Title

7.1 Title to Goods remains with the Company until:

• full payment has been received for all Goods supplied,
• all outstanding debts owed by the Customer are settled.

7.2 Until title passes:

• Goods shall remain identifiable as our property,
• we may recover Goods without notice,
• the Customer grants us irrevocable access to premises where Goods are stored.

7.3 Risk passes upon delivery notwithstanding retention of title.

8. Delivery

8.1 Delivery dates are estimates only and are not guaranteed.

8.2 We shall not be liable for:

• delays,
• shipping disruption,
• customs delays,
• courier failures,
• supplier shortages,
• force majeure events.

8.3 Partial deliveries may be made.

8.4 Delivery shall occur when:

• Goods are delivered to the Customer,
• collected by the Customer,
• delivered to site,
• handed to a courier.

8.5 Failed delivery attempts, storage charges, redelivery fees, or customs charges shall be payable by the Customer.

9. Inspection & Acceptance

9.1 The Customer must inspect Goods immediately upon delivery.

9.2 Any shortages, damages, or discrepancies must be notified:

• within 24 hours for damage,
• within 48 hours for shortages,

in writing.

9.3 Failure to notify within these periods constitutes acceptance.

9.4 Signed delivery notes marked “unchecked” do not remove acceptance obligations.

10. Returns Policy

10.1 Returns require prior written authorisation and a valid returns reference.

10.2 Unauthorised returns may be refused.

10.3 Returned items must:

• be unused,
• undamaged,
• in original packaging,
• suitable for resale.

10.4 We reserve the right to apply:

• restocking charges,
• testing charges,
• handling charges,
• carriage charges.

10.5 The following are strictly non-returnable unless faulty:

• electrical boards,
• PCBs,
• software,
• programmed items,
• refrigerants,
• compressors,
• special-order items,
• OEM imports,
• discontinued stock,
• bespoke items.

10.6 Incorrectly ordered items are the Customer’s responsibility.

11. Warranty

11.1 Goods may carry manufacturer warranties only.

11.2 Unless expressly agreed otherwise in writing, we provide no independent warranty.

11.3 Warranty claims are subject to:

• correct installation,
• F-Gas compliance,
• qualified engineers,
• proper commissioning,
• correct system design,
• proper maintenance,
• operating conditions.

11.4 Warranty shall be void where:

• products are misused,
• incorrectly installed,
• modified,
• tampered with,
• electrically damaged,
• contaminated,
• subjected to voltage fluctuation,
• improperly commissioned,
• installed with incompatible equipment.

11.5 Labour, refrigerant, access equipment, downtime, consequential losses, accommodation losses, loss of earnings, or business interruption are excluded from warranty.

11.6 We reserve the right to require:

• engineer reports,
• commissioning sheets,
• F-Gas records,
• photographs,
• return inspection,

before assessing any claim.

12. Technical Advice & Compatibility

12.1 Any technical advice provided is offered in good faith only.

12.2 The Customer remains solely responsible for:

• system design,
• suitability,
• compatibility,
• commissioning,
• compliance,
• final verification.

12.3 Cross-reference information, compatibility suggestions, or identification assistance do not constitute guaranteed suitability.

12.4 We shall not be liable for:

• incorrect diagnosis,
• installation errors,
• system incompatibility,
• refrigerant contamination,
• control conflicts,
• programming issues.

13. Limitation of Liability

13.1 To the maximum extent permitted by law, we exclude liability for:

• indirect losses,
• consequential losses,
• loss of profit,
• business interruption,
• hotel room downtime,
• loss of bookings,
• reputational damage,
• energy losses,
• engineering time,
• wasted labour,
• replacement equipment,
• refrigerant losses.

13.2 Our total aggregate liability shall not exceed the invoice value of the Goods supplied.

13.3 We shall not be liable where:

• manufacturer defects occur,
• supplier discontinuations occur,
• OEM changes occur,
• third-party systems fail.

13.4 Nothing excludes liability for death or personal injury caused by negligence where exclusion is unlawful.

14. Force Majeure

We shall not be liable for delay or failure resulting from:

• pandemics,
• strikes,
• shortages,
• transport disruption,
• war,
• cyber incidents,
• supplier insolvency,
• customs delays,
• governmental action,
• extreme weather,

or events beyond reasonable control.

15. Intellectual Property

15.1 All intellectual property remains vested in the Company or relevant licensors.

15.2 Customers shall not:

• reproduce,
• distribute,
• copy,
• reverse engineer,
• exploit,

our documentation, pricing, images, technical materials, or website content without consent.

16. Website Use

16.1 Information on the Website is provided “as is”.

16.2 We do not guarantee uninterrupted availability.

16.3 We reserve the right to:

• amend content,
• suspend access,
• withdraw products,

without notice.

17. Data Protection

17.1 We process data in accordance with applicable UK GDPR and data protection laws.

17.2 Customer information may be used for:

• order fulfilment,
• fraud prevention,
• account management,
• technical support,
• marketing (subject to applicable laws).

17.3 Customers consent to necessary sharing with:

• couriers,
• suppliers,
• finance providers,
• service partners.

18. Export & Compliance

18.1 The Customer is responsible for compliance with:

• import laws,
• customs rules,
• export restrictions,
• local regulations,
• F-Gas legislation,
• electrical standards.

18.2 We accept no liability for customs seizures, import restrictions, certification issues, or local compliance failures.

19. Insolvency

If the Customer:

• becomes insolvent,
• enters administration,
• ceases trading,
• fails to pay debts,
• breaches these Terms,

we may immediately:

• suspend supply,
• terminate contracts,
• recover Goods,
• cancel outstanding orders.

20. Governing Law

20.1 These Terms shall be governed by the laws of England & Wales.

20.2 Courts of England & Wales shall have exclusive jurisdiction.

21. Severability

If any provision is found unenforceable, remaining provisions shall remain fully effective.

22. Entire Agreement

These Terms constitute the full agreement between the parties and supersede all prior discussions, representations, or communications.

23. Acceptance

Placement of an order, payment of an invoice, acceptance of delivery, or use of supplied Goods constitutes full acceptance of these Terms & Conditions.