Terms & Conditions

In this document, the following words shall have the following meanings:

Agreement means the Conditions, Order Acknowledgement/Proforma Invoice that have been signed by the Buyer, and any contract between the Seller and the Buyer for the sale and purchase of the Goods following these Conditions. If there are inconsistencies between the documents forming an Agreement, they shall have precedence in the order listed herein.

Seller means Westech Solar (UK) Ltd of registration address at Suite 3 Bignell Park Barns, Chesterton, Bicester, Oxfordshire, UK, OX26 1TD, trading address: Unit 1, Bobby Fryer Close, Garsington Road, Oxford, OX4 6ZN, registered in England and Wales under company number 07235456.

Buyer means the purchaser of the Goods from the Seller.

Manufacturer means the manufacturer of the relevant Goods.

Conditions means the terms and conditions set out in this document.

Goods means products supplied by the Seller under this Agreement.

Parties means the Buyer and the Seller, and Party shall refer to either one.

Purchase Order means an order for the purchase of Goods sent to the Seller by the Buyer.

Quotation means the Seller’s letter or other communication to the Buyer setting out the Price of the requested Goods and any special terms.

Sales Order means a document, either a Proforma Invoice or an Order Acknowledgement, provided by the Seller to the Buyer in response to the Buyer’s order, which specifies the Goods, price, and transaction-specific terms and conditions.

Working Day: a day other than a Saturday, Sunday or public holiday in England.

2.1 These Conditions apply to the Agreement to the exclusion of any other terms that the Buyer looks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by, or on behalf of the Seller, which is not set out in the Agreement.

2.3 Previous dealings between the parties shall not vary or replace these terms or be considered in any circumstances whatsoever to do so.

2.4 Each Sales Order will be deemed a separate Agreement to which these terms apply.

2.5 No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by the Seller or their appointed representative.

2.6 The Seller supplies the Goods only and does not provide any services for designing the systems in which the Goods are used or installation of the Goods.

3.1 Before the provision of any Goods can begin, the Seller requires the Buyer to provide a Purchase Order or a written acceptance of the Quotation, which must be accompanied by sufficient information to enable the Seller to proceed without delay on receipt of a Purchase Order.

3.2 Any verbal or telephone Orders including any variations to Orders must be confirmed in writing by the Buyer; the Seller shall not be responsible for errors or any subsequent misunderstandings relating to an Order.

3.3 Notwithstanding that the Seller may have given a detailed quotation, no stock can be held or reserved without receiving a formal Purchase Order stating the delivery date.

4.1 Any estimated, quoted, or invoiced prices are based on the currency specified.

4.2 Any requirement for a deposit or advance payment shall be detailed in the Agreement. Invoices for deposits and advance payment shall be sent to the Buyer on receipt of the signed Agreement.

4.3 The Seller’s Quotation price is valid for a maximum period of 14 days from the date of issue unless otherwise specified.

4.4 The price is exclusive of all taxes (including without limitation value added tax), duties and levies (or local equivalents), which shall be payable by the Buyer, subject to receipt of an invoice, at the applicable rates. The Seller’s VAT number is GB992278180. Unless explicitly agreed, the price excludes transport and insurance to the Delivery Point which shall be payable by the Buyer and the Buyer shall be responsible for off-loading the Goods at the Delivery Point.

4.5 All invoices are payable by the due date stated on the invoice.

4.6 Credit accounts are offered subject to procedures set by the Seller and require the completion of a signed Credit Application Form. The Seller has the right to refuse to open a credit account. Credit Account facilities can be withdrawn at any time by the Seller.

4.7 All payments are accepted by Bank Transfer to the Seller’s nominated bank account with the currency specified on the invoice (GBP, USD or EUR). Timely payment shall be an essential element of the Agreement, and any delay in payment could be deemed a breach of the Agreement.

4.8 The Buyer shall make all payments due under this Agreement without any deduction, whether by way of set-off, counterclaim or otherwise, unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.

4.9 Any charges or fees payable to any financial institution or bank for processing electronic payment and currency transactions in respect of the Buyer’s Order are the Buyer’s responsibility and must be paid by the Buyer.

4.10 Any queries relating to an invoice must be received by the Seller in writing within five (5) working days from the invoice date. Until a query is resolved, the Buyer remains liable to pay the undisputed part of an invoice within the original timescale detailed on the invoice. If the payment of the invoice or any part thereof has not been received by the Seller, on or by the due date, the Seller shall be entitled to:

4.10.1 exercise their statutory right to charge interest at 8% above the Bank of England base rate on late business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998 on the unpaid amount starting from the date the invoice falls overdue until paid, whether before or after any court judgement—such interest to be calculated daily;

4.10.2 require payment in advance of delivery in relation to any Goods not delivered;

4.10.3 refuse to make delivery of any outstanding Goods, on the original Purchase Order. The Buyer may not submit any claims for compensation for non-delivery or any delay in delivery of outstanding Goods;

4.10.4 seek to retrieve any Goods, and for the purpose thereof, the Seller shall be entitled to enter any premises where the Goods are stored, or where they are assumed to be stored;

4.10.5 terminate the Agreement;

4.10.6 charge the Buyer any costs incurred by the Seller, for recovery of any outstanding amount, including legal costs and disbursements.

5.1 The quantity and description of the Goods shall be as set out in the Order.

5.2 The Seller shall have no liability in respect of and does not provide any warranty in relation to the Manufacturer’s Specifications, whether the same have been supplied by the Seller to the Buyer or not.

6.1 The Seller shall deliver the Goods to the location set out in the signed Agreement, or such other location as agreed in writing between the Seller and the Buyer. In the absence of any location specified in the Buyer’s Purchase Order or otherwise agreed between the parties, delivery shall take place at the Buyer’s principal place of business.

6.2 Delivery of the Goods is considered complete when the Goods arrive at the specified Delivery Point.

6.3 Any dates stated on the Agreement for delivery of the Goods are approximate only, and the time of the delivery is given in good faith. The Seller shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions which are relevant to the supply of the Goods.

6.4 If the Goods have not been delivered by the date or, if relevant, by the end of the time period given by the Seller as the approximate date/period for delivery then, unless the delay is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions which are relevant to the supply of the Goods or the Goods have not been collected by the Buyer in accordance with condition 6.6, then the Buyer shall be entitled to give written notice to the Seller requiring the Seller to deliver the Goods within not less than 30 (thirty) days following receipt of such notice, whereupon, if the Seller fails to comply, the Buyer may terminate the Agreement forthwith on written notice to the Seller.

6.5 The Seller shall use its reasonable endeavours to keep the Buyer reasonably informed of the anticipated time and date of delivery and the Buyer shall accept delivery of the Goods at the Delivery Point provided that it has received not less than 24 (twenty-four) hours’ notice of such delivery. If the Buyer has received less than 24 (twenty four) hours notice then, unless the delivery is being made on the delivery date or within the delivery period specified in the Order or otherwise agreed between the parties, then the Buyer may refuse to accept delivery if it not reasonable to expect the Buyer to accept delivery on that date taking into account the Buyer’s ability to grant access to the Delivery Point on that date and any material inconvenience to the Buyer in complying.

6.6 If the Buyer either fails to take delivery of the Goods within the time limit specified in condition 6.5 or if the Buyer fails to accept delivery of any of the Goods at the Delivery Point (except in circumstances where it is reasonable for the Buyer to refuse to accept delivery as set out in condition 6.5), then the Seller may store the Goods until delivery is effected and the Buyer shall be liable for all reasonable costs, expenses and loss incurred by the Buyer in connection with such failure including, without limitation, additional transport costs, storage costs and insurance costs.

6.7 The Seller may deliver the Goods by instalments. Each instalment shall be invoiced and paid for in accordance with the provisions of the Agreement and shall be a separate Agreement. No cancellation or termination of any one Agreement relating to an instalment shall entitle the Buyer to repudiate or cancel any other Agreement or instalment.

6.8 The Seller shall not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods.

6.9 Goods collected by the Buyer from the Seller’s premises shall be deemed to be delivered, and all risks shall pass to the Buyer when they have been loaded onto the Buyer’s vehicle or are otherwise in the Buyer’s possession.

6.10 Each delivery of Goods is accompanied by a Delivery Note which shows the date of the invoice and Purchase Order Numbers, the type and quantity of the Goods. The Buyer must inspect the Goods and/or packaging before signing the Proof of Delivery Note. Where the Goods cannot be inspected at the time of delivery, the Proof of Delivery Note shall be marked “not examined”. The buyer must mark any damage or any suspected errors/concerns, otherwise the order fulfilment is considered complete and correct.

6.11 It is the Buyer’s responsibility to ensure that on delivery of the Goods, all Goods are checked to ensure the type and quantities of each item match those on the Delivery Note and that there is no visible damage to the Goods and/or packaging.

6.12 In the case of orders for delivery outside the UK, Incoterms® 2020 will apply unless specifically agreed otherwise in writing. The terms for each Order will be specified in the quotation.

7.1 The Goods are at the risk of the Buyer from the time of delivery.

7.2 Title in the Goods shall not pass to the Buyer until the earlier of:

7.2.1 the Seller receives in full (in cash or cleared funds) all sums due to it in respect of the Goods; and

7.2.2 the Buyer resells the Goods, in which case title to Goods shall pass to Buyer at the time specified in condition 7.4.

7.3 Subject to Condition 7.4, until title to the Goods has passed to the Buyer, the Buyer shall:

7.3.1 hold the Goods on a fiduciary basis as the Seller’s bailee;

7.3.2 store the Goods (at no cost to the Seller) separately from all other Goods of the Buyer, or any third party, in such a way that they are easily identifiable as the Seller’s property;

7.3.3 not destroy, deface or obscure any identifying marks on or relating to the Goods;

7.3.4 maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks, to the reasonable satisfaction of the Seller. On request, the Buyer shall produce the policy of insurance to the Seller;

7.3.5 notify the Seller immediately if it becomes subject to any of the events listed in Condition 7.5, and

7.3.6 give the Seller any information relating to the Goods as the Seller may require from time to time.

7.4 Notwithstanding Condition 7.3 and subject to Condition 7.5, the Buyer may resell the Goods in the ordinary course of its business; however, if the Buyer resells the Goods before the Seller has received in full (in cash or cleared funds) all sums due in respect of the Goods and any other sums owed to the Seller from the Buyer, the Buyer agrees that:-

(a)  it does so as Principal and not as the Seller’s agent; and

(b)  title to the relevant Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the   Buyer occurs.

7.5 If title to the Goods has not passed to the Buyer, the Buyer’s right to possession and/or resale of the Goods shall cease immediately where:

7.5 The Seller shall have the right to maintain an action for the price of the Goods notwithstanding that title may not have passed to the Buyer.

7.5.1 a bankruptcy order is made against the Buyer;

7.5.2 the Buyer arranges or negotiates with creditors;

7.5.3 the Buyer benefits from any statutory provision for insolvent debtors;

7.5.4 the Buyer convenes a creditors’ meeting (either formal or informal), or enters into liquidation (except for solvent voluntary liquidation for reconstruction or amalgamation purposes);

7.5.5 the Buyer has a receiver, manager, administrator or administrative receiver appointed for its undertaking or any part thereof;

7.5.6 documents are filed with the court for the appointment of an administrator, or notice of intention to appoint an administrator is given by the Buyer, its Directors, or a qualifying floating charge holder (as defined in Paragraph 14 of Schedule B1 to the Insolvency Act 1986 (IA 1986);

7.5.7 a resolution is passed or a petition is presented to any court for winding up the Buyer or granting an administration order;

7.5.8 any proceedings related to the insolvency or possible insolvency of the Buyer.

7.6 If before title to the Goods passes to the Buyer, where any of the following occurs:

(i) the Buyer becomes subject to any of the events listed in condition 7.5;

(ii) the Seller reasonably believes that any such event is about to happen and notifies the Buyer accordingly;

(iii) the Buyer fails to pay any sums due under and/or in connection with these Conditions by the relevant due date or the Seller reasonably suspects that the Buyer will not make payment by the relevant due date;

The Seller has the right, in any of the cases (i), (ii) or (iii) above, providing the Goods have not been resold, or incorporated into another product or installation; the Seller may require the Buyer to deliver up the Goods.  Or the Buyer must arrange access for the Seller to enter any premises where the Goods are stored (pursuant to Condition 7.6) in order to recover them and without limiting any other right or remedy the Seller may have, the Seller may at any time require the Buyer to deliver up the Goods or, give the Seller access to enter (pursuant to condition 7.6) any premises where the Goods are stored in order to recover them.

The Buyer grants the Seller, its agents and employees an irrevocable licence to enter the Delivery Point (where the Goods are received), and/or enter any premises where the Goods are stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to remove and recover them.

7.7 On termination of the Agreement, howsoever caused, the Seller’s rights contained in Condition 7 shall remain in effect.

8.1 The Buyer shall provide the Seller with any information required by the Seller, including (without prejudice to the generality of the foregoing) all necessary permissions and consents, promptly obtaining all necessary import licences, clearances, and other consents necessary for the purchase of the Goods.

8.2 If the Seller’s obligations in respect of the Goods is prevented or delayed by any act or omission by the Buyer, or failure by the Buyer to perform any relevant obligation (including failure to pay, when due, any sum owing from the Buyer to the Seller) (the “Buyer Default”):

8.2.1 the Seller may suspend Services if the Buyer defaults. The Seller is relieved from obligations affected by the default.

8.2.2 the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer arising directly or indirectly from the Seller’s failure or delay to perform any of its obligations as set out in this clause 8.2. and

8.2.3 the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or incurred by the Seller, arising directly or indirectly from the Buyer Default.

9.1 The Parties may, at any time, mutually agree upon variations to the Agreement. Any alterations in the scope of Goods to be supplied under the Agreement shall be set out in a revised Sales Order, which shall reflect the changes made to the Goods and/or the price, as well as all other terms agreed between the Parties.

9.2 The Buyer has the right to request alterations to the Agreement within fourteen (14) working days of receiving the Sales Order provided the Goods are not already dispatched. On receipt of the request for alterations to the Agreement, the Seller shall respond within seven (7) working days, or such period agreed between both Parties. The Seller’s response will indicate Agreement or not to the proposed alterations. 

9.3 Where the Seller agrees with the request, the Seller’s response will consider changes to the price and other previously agreed terms between both Parties.

9.4 The formal document for such provision will be the ‘Alteration Notice’.

9.5 The Buyer shall, within seven working days of receipt of an alteration notice, or such other period as may be agreed between the Parties, advise the Seller in writing whether it wishes the Agreement to be altered on the basis set out in the notice. If such a notice is given by the Buyer, the terms of the altered Agreement shall be set out in a revised Sales Order, in which the buyer will sign and date the revised Sales Order and send back to the Seller.

10.1 Each of the sub-conditions in condition 11 shall be treated as separate and independent and should be read in conjunction with the manufacturer Warranties/Returns Policy and condition 11.

10.2 The Seller hereby excludes to the fullest extent permitted by law, all Warranties, Conditions and other terms implied by statute, common law or otherwise, save those expressly set out in these Conditions, and including those implied by Section 12 of the Sale of Goods Act 1979.

10.3 The Seller warrants that the Goods supplied are free from defects in design, material, and workmanship.

10.4 Subject to conditions 10.5 and 10.6; in the event that the Buyer considers that the Warranty in Condition 10.3 to have been breached, the Buyer agrees that the procedure detailed in Condition 11.2 & 11.3. shall be followed.

10.5 The Seller shall not be liable for any failure to comply with the warranty set out in Condition 10.3 if:

10.5.1 the Buyer makes any further use of such Goods after giving notice in accordance with Condition 11.2 & 11.3; or

10.5.2 the defect arises because the Buyer failed to follow the Seller’s or the Manufacturer’s oral or written instructions as to the storage, commissioning, installation, use and/or maintenance of the Goods or (if there are none) best industry practice; or

10.5.3 the Buyer alters or repairs such Goods without the written consent of the Seller;

10.5.4 the defect arises as a result of fair wear and tear, wilful damage, negligence by the Buyer or any third party, or abnormal storage or working conditions.

10.6 The warranties contained in condition 11.2 & 11.3 do not include:

10.6.1 any equipment, materials or supplies not supplied by the Seller,

10.6.2 any accidental loss or damage not caused by the Seller, or any loss or damage caused by any acts of God or any loss or damage to the extent contributed by any acts of God.

10.7 The Seller does not exclude or restrict its liability for death or personal injury to the extent that it results from the negligence of the Seller or its employees or agents, or for fraud or fraudulent misstatement, nor in any other circumstances forbidden by law.

10.8 Save as provided in this Condition 10, the Seller hereby excludes, to the fullest extent permitted by law, all other liabilities (including liability for its negligence) and all other Warranties and Conditions, whether express or implied and whether arising by common law statute or otherwise other than those relating to title to the Goods. In particular, but without limitation of the foregoing, the Seller shall not be liable for the failure of any Goods supplied to be fit for any particular purpose for which they are required or to comply with any laws, rules or regulations in regard to their use or subsequent re-sale.

10.9 Subject to Condition 10.8, the Seller shall not be liable to the Buyer, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss, including but not limited to loss of profits, loss of business, depletion of goodwill, or similar financial or commercial loss, arising out of or in connection with the Agreement.

10.10 Subject to Condition 10.8, The Seller shall not be liable to the Buyer for any costs incurred in the de-installation and/or re-installation of replacement Goods, including, but not limited to, the cost of any equipment and/or labour required.

10.11 Subject to Condition 10.8, the Seller’s total liability to the Buyer in respect of all losses arising under or in connection with the Agreement, whether in Agreement, tort (including negligence), breach of statutory duty.

10.12 The Buyer explicitly agrees that by entering into this Agreement with the Seller, it accepts the exclusions and limitations of liability outlined herein. The Buyer also acknowledges that the agreed price for the Goods considers the level of liability assumed by the Seller. It is the Buyer’s responsibility to seek legal counsel regarding the implications of these exclusions and limitations of liability. Furthermore, the Buyer should safeguard itself against any potential loss or damage not recoverable from the Seller by obtaining insurance from third-party providers.

11.1 All claims of damage present on delivery or claims that the Warranty in Condition 10 is breached, must take place in accordance with the provisions within this Condition 11 and the Seller’s Return Policy in force from time to time.

11.2 In the event that the Buyer identifies any of the following issues:

(i) Shortage in supply

(ii) Incorrect Goods supplied.

(iii) Goods delivered in a damaged condition

The Buyer is required to promptly notify the Seller by submitting a fully completed Delivery Discrepancy / Damage Claim Form via email to support@westech-solar.co.uk. This notification must occur no later than 5:00 PM, within a maximum of five (5) Working Days from the date of the Buyer’s receipt of the Goods (unless otherwise agreed upon in writing between both Parties). If the Seller is found to be at fault, the Seller will take one of the following actions:

(i) Arrange a free replacement for the missing Goods or damaged Goods,

(ii) issue a Credit Note if there is insufficient stock available.

11.3 If the Buyer receives any Goods that are defective, or not in compliance with the warranty specified in Condition 10, the Buyer must notify the Seller in writing via email to support@westech-solar.co.uk by 5:00 PM, no more than ten (10) Working Days from date of delivery of the Goods. Such notice must include details of the Goods alleged to be damaged or in breach of Warranty. Failure to notify the within this ten (10) Working Day period, the Seller shall have no liability (whether in Agreement, tort including negligence or otherwise) for any breach of the warranty contained in Condition 10.3. In such instances, the Buyer shall be required to liaise directly with the Manufacturer in respect of any warranty claim.

11.4 Where the Seller provides the Buyer with replacement Goods pursuant to Condition 11.3 then:

11.4.1 the Seller may raise an invoice for the value of the replacement Goods which shall be payable by the Buyer in accordance with the provisions of Condition 4; and

11.4.2 where the Seller invoices the Buyer for the replacement Goods pursuant to Condition 11.4.1 then it shall also raise a credit note for the full price of the relevant damaged Goods. Alternatively, once the Seller approves the Buyer’s claim for defective Goods, a full refund for the damaged Goods may be offered.

11.5 If the Buyer no longer wants the Goods after delivery, and the Goods are not damaged or in breach of the Warranty specified in Condition 10, the following process must be followed for Returns:

11.5.1 The Buyer must notify the Seller in writing within ten (10) Working Days of delivery that they wish to return any undamaged Goods (“Returned Goods”). This notice must be submitted via email to support@westech-solar.co.uk accompanied by a Returns Order Form, available upon request from the same email address.

11.5.2 Where Returned Orders are authorised by the Seller, a Unique Order Return Number shall be generated. The Goods must be returned to the Seller’s Premises within fifteen (15) Working Days of delivery at Buyer’s point of delivery. Such returns are to take place on a Working Day between the hours of 9am and 5pm and at the cost and risk of the Buyer.

11.5.3 All Returned Goods must be sufficiently packaged and labelled, with the Unique Order Return Number, clearly visible. Returned Goods must be fully functional and in a resaleable condition.

11.5.4 Goods that are accepted as returns will be subject to a 25% re-stocking charge.

11.5.5 On receipt of the Returned Goods at the Seller’s premises, they will be subject to Quality Checks by a member of the Seller’s Returns Team. Only when Returned Goods have passed our Quality Inspection, a Credit Note for 75% of the original sale price of the Goods, including VAT, excluding delivery charges, will be issued.

11.5.5.1 Any Goods returned, that do not pass Quality Inspection, and/or considered ‘not resaleable’, should be collected by the Buyer, within one (1) calendar month from the Seller’s notification to the Buyer. If no collection takes places within the stated period, the Goods may be recycled.

11.6 Where Goods are delivered to the Buyer in error, the Buyer has the right to reject the delivery. If the Buyer does not reject delivery, the relevant provisions of the Returns Policy shall apply, and the Buyer agrees that it shall notify the Seller within 5 Working Days of delivery. Such notification shall clearly state the relevant order and/or shipment number, the correct part number of the Goods and include a photograph of the delivered Goods. In the event of a genuine error on the part of the Seller, the Seller will arrange for the incorrect Goods to be collected. Until the incorrect Goods are collected, they must be stored in accordance with Condition 7 of these Terms.

11.7 Any refund made under this Condition 11 will be sent by electronic transfer to the account from which payment was originally made. The Seller aims to process any refund to be credited to the original account within 28 Working Days of the date on which the Seller notified the Buyer of the approved refund.

11.8 The Seller’s Delivery Discrepancy / Damage Claim Form and the Factory Warranty Claim Form can be requested from the email address support@westech-solar.co.uk.

11.9 Any replacement Goods to be sent to the Buyer will be delivered in accordance with delivery procedure of Condition 6.

11.10 The Buyer acknowledges that their interactions with the Seller are in the context of a business relationship. Therefore, the statutory rights that typically apply to consumers who are not engaged in business transactions, do not apply to this Agreement.

11.11 The Buyer shall inspect the Goods for shade and quality and accept them before use. No claims for damaged or incorrect Goods will be considered after the Goods have been used.

12.1 The Buyer shall not be entitled to cancel any Agreement without the consent of the Seller, which, if given, shall be deemed to be given on the express condition that the Buyer shall indemnify the Seller against all loss, damage, costs, claims or actions arising out of such cancellation.

12.2 Without prejudice to any other rights the Seller may have, where the Buyer unlawfully terminates or cancels an Agreement, they must pay the Seller agreed damages (not a penalty). This payment covers:

• The full amount of any third-party costs to which the Seller has committed.
• A 5% cancellation fee for cancellations with 5 or more working days’ written notice prior to delivery.
• A10% cancellation fee for cancellations with less than 5 working days’ written notice prior to delivery. The Seller will issue a separate invoice for these charges.

12.3 Goods not applicable for cancellation will be identified in the Quotation (including, but not limited to Bespoke Goods).

13.1 Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect after giving written notice to the other party if:

13.1.1 the other party should commit a material breach of its obligations under this Agreement and (if such can be remedied) fails to remedy that breach within 14 days after receipt of notice in writing to do so,

13.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay any outstanding monies owed to the other party as they fall due or, admits inability to pay any outstanding monies owed;

13.1.3 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

13.1.4 (in favour of the Seller only) the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or

13.2 Without limiting its other rights or remedies, the Seller may terminate the Agreement with immediate effect by giving written notice to the Buyer; where the Buyer fails to pay any amount due under this Agreement or any other Agreement between the Buyer and the Seller on the due date for payment

13.3 Without limiting its other rights or remedies, the Seller may suspend the supply of Services or any further delivery of Goods under the Agreement, or any other Agreement between the Buyer and the Seller if:

13.3.1 the Buyer does not pay any amount due to the Seller under this Agreement or any other Agreement between the Seller and the Buyer on the due date for payment;

13.3.2 the Buyer becomes subject to any of the events listed in clauses 13.1.2 and 7.5, or the Seller believes that the Buyer is about to become subject to any of them; or

13.3.3 there are outstanding disputes concerning any supply of Goods or provision of services by the Seller to the Buyer.

13.4 On termination of the Agreement for any reason:

13.4.1 the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest, and, in respect of Services supplied but for which no invoice has yet been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer immediately on receipt;

13.4.2 the Buyer shall return all the Seller’s Materials and any Deliverables that have not been fully paid for. If the Buyer does not do so, the Seller may enter the Buyer’s premises and take possession of them. Until they have been returned, the Buyer shall be solely responsible for their safekeeping and will not use them for any purpose not connected with this Agreement;

13.4.3 the accrued rights and remedies of the parties at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and

13.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14.1 Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials from the other party (“Confidential Information”).

14.2 Each party, its agents and employers shall hold and maintain in strict confidence all Confidential Information, shall not disclose such Confidential Information to any third party and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement unless as may be required by a court or government authority of competent jurisdiction.

14.3 Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or otherwise received by a third party without obligation of confidentiality.

14.4 On the conclusion or termination of the Agreement both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained, in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.

15.1 ‘Data Protection Legislation’ refers to The Data Protection Act 2018 and any secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time.

15.2 All personal information that the Seller may collect (including, but not limited to, the Buyer’s name, postal address, email address and telephone number) will be collected, used and held in accordance with the provisions of Data Protection Legislation as defined above.

15.3 How the Seller collects, uses, and stores personal information is set out in its privacy policy, available at https://westech-solar.co.uk

15.4 When required, the Seller may pass the Buyer’s personal information on to credit reference agencies. These agencies are also bound by the Data Protection Legislation as defined above and should use and hold personal information accordingly.

15.5 The Seller will not pass on the Buyer’s personal information to any other third parties for marketing purposes without first obtaining the Buyer’s express consent.

16.1 The Specifications and Design of the Goods and all Intellectual Property Rights therein shall remain the property of the Seller. Where any designs or specifications have been supplied by the Buyer for manufacture by the Seller or to the order of the Buyer then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and the Buyer shall indemnify the Seller against all claims, costs, damages and expenses which the Seller may incur and which arise, directly or indirectly, from the Buyer’s breach of such warranty.

17.1 A party, provided that it has complied with the provisions of condition 17.2, shall not be in breach of the Agreement, nor liable for any failure or delay in performance of any obligations under the Agreement (and, subject to condition 17.3.3, the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following:

17.1.1 Acts of God, including but not limited to fire, flood, earthquake, storm or other natural disaster;

17.1.2 War, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off diplomatic relations or similar actions;

17.1.3 Terrorist attack, civil war, civil commotion or riots;

17.1.4 Nuclear, chemical or biological contamination;

17.1.5 Mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law);

17.1.6 Fire, explosion, lock outs or accidental damage;

17.1.7 Loss at sea;

17.1.8 Adverse weather conditions;

17.1.9 Collapse of building structures, failure of plant machinery, machinery, computers or vehicles;

17.1.10 Any labour dispute, including but not limited to strikes, industrial action or lockouts;

17.1.11 Non-performance by companies or subcontractors (other than by companies in the same group as the party looking to rely on this condition); and

17.1.12 interruption or failure of utility service, including but not limited to electric power, gas, or water.

17.1.13 Unavailability of raw materials from a natural source of supply.

17.2 The corresponding obligations of the other party will be suspended to the same extent as those of the party first affected by the Force Majeure Event.

17.3 Any party that is subject to a Force Majeure Event shall not be in breach of the Agreement provided that:

17.3.1 Other parties are promptly notified in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and

17.3.2 It could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

17.3.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

17.4 If the Force Majeure Event prevails for a continuous period of more than three months, any party may terminate the Agreement by giving written notice to the other party, whereupon the Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of the Agreement occurring prior to such termination.

18.1 It is agreed that where any dispute or difference relating to this Agreement arises between the Parties, that matter shall be referred to the arbitration of a single arbitrator with appropriate qualifications and practical experience, mutually agreed upon to act as an independent mediator to resolve the particular dispute.

18.2 All queries should be directed to support@westech-solar.co.uk.

19.1 Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing, addressed to that Party at their registered office, or such other address as that Party may have specified to the other Party in writing per this Clause and shall be delivered personally, or sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.

19.2 A notice or other communication shall be deemed to have been received:

19.2.1 If delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause;

19.2.2 if sent by pre-paid first-class post or next working day delivery service, at 9.00 am on the second Business Day after posting;

19.2.3 if delivered by commercial courier, on the date and time the courier’s delivery receipt is signed; or,

19.2.4 if sent by e-mail, one Business Day after transmission.

19.3 The provisions of this Clause shall not apply to the service of any proceedings or other documents in any legal action.

20.1 The Seller may at any time assign or transfer an Agreement or any part of it to any person, firm or company.

20.2 The Buyer may not assign or transfer or purport to assign or transfer all or any of its rights or obligations under the Agreement without the prior written consent of the Seller.

20.3 The Seller may subcontract or delegate in any manner any or all its obligations under the Agreement to any third party or agent provided that the Seller shall remain liable for such performance.

21.1 The failure by either party to enforce, at any time or for any period, any one or more of the terms and conditions of the Agreement shall not be a waiver of them or of the right at any time then to enforce all terms and conditions of the Agreement.

21.1 If any term or provision of the Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

23.1 The Parties do not intend any part of the Agreement to be enforceable by any person not a party to it, by virtue of the Agreements (Rights of Third Parties) Act 1999

24.1 The Agreement shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales shall have non-exclusive jurisdiction to hear all disputes arising in connection with the Agreement.