Terms & Conditions of Sale
Effective Date: 11.08.2025
Krono Heat Pumps Limited (KHP), company number 16373394, registered in England and Wales, with its address at 22D Barton Business Park, New Dover Road, Canterbury, Kent CT1 3AA.
These terms apply only to business customers (e.g., installers, distributors). Non-business customers should contact their supplier for applicable terms.
1. Definitions and Interpretation
1.1 Definitions
Business Day: A day other than a Saturday, Sunday, or public holiday in England when banks in London are open.
Conditions: These terms and conditions, as updated per clause 14.9.
Krono Heat Pumps Limited: Krono Heat Pumps Limited, registered in England and Wales, company number16373394, referred to as "KHP" in these Conditions.
Contract: The agreement between KHP and the Business Customer for supplying Goods and/or Services under these Conditions.
Business Customer: The business purchasing Goods and/or Services from KHP for use in their trade, business, craft, or profession.
Delivery Location: The location for delivering Goods, as specified in clause 4.2.
Design Work: Technical specifications, schematics, or plans for heat pump systems provided as part of Services.
Distributor: KHP, acting as a distributor of heat pumps and components, not the manufacturer.
Force Majeure Event: Events beyond reasonable control, as defined in clause 13.
Goods: Products supplied by KHP, including heat pumps and components, as described in the catalogue or Goods Specification.
Goods Specification: Agreed specifications for Goods.
Order: The Business Customer’s order for Goods and/or Services, via purchase order, acceptance of KHP’s quotation, or other agreed document.
Services: Design services for heat pump systems provided by KHP.
Service Specification: The agreed description of Services, including Design Work.
Warranty Terms: The separate KHP Warranty Terms and Conditions document governing warranties for products manufactured by Kronoterm d.o.o.
1.2 Interpretation
“Person” includes individuals, companies, or other entities.
References to statutes include amendments and subordinate legislation.
Terms like “including” or “for example” are illustrative, not limiting. “Writing” or “written” includes fax, email, and text.
2. Basis of Contract
2.1 KHP supplies Goods and Services exclusively to business customers (e.g., installers, distributors) for use in their trade, business, craft, or profession, not directly to consumers for personal use.
2.2 The Order is an offer by the Business Customer to purchase Goods and/or Services under these Conditions.
2.3 The Order is accepted when KHP issues written confirmation or delivers the Goods/Services, forming the Contract.
2.4 Samples, drawings, or advertising materials provide an approximate idea of Goods/Services and are not part of the Contract.
2.5 These Conditions apply to business customers only.
2.6 These Conditions override any other terms the Business Customer seeks to impose.
2.7 Quotations are valid for 30 days and are not offers.
2.8 These Conditions apply to both Goods and Services unless specified otherwise.
3. Goods
3.1 Goods meet the catalogue description, modified by any Goods Specification, and comply with regulations.
3.2 KHP may amend Goods specifications to meet legal requirements, provided quality and performance are unaffected.
4. Delivery of Goods
4.1 Each delivery includes a note with Order details, Business Customer/Supplier references, Goods type/quantity, and remaining balance for instalment deliveries.
4.2 Goods are delivered to the agreed Delivery Location after KHP notifies the Business Customer they are ready. Business Customers must confirm delivery details in writing before dispatch and ensure access for delivery (e.g., someone available to accept).
4.3 Delivery is complete upon unloading at the Delivery Location.
4.4 Delivery dates are approximate; delays due to Force Majeure or Business Customer errors are not KHP’s liability.
4.5 KHP may refuse delivery if the Business Customer breaches clause 8.1 or delivery is unlawful.
4.6 If KHP fails to deliver the Goods, its liability is limited to the cost of obtaining replacement goods of similar description and quality in the cheapest available market, less the original price.
4.7 KHP is not liable for delivery failures due to its rights under clause 4.5, a Force Majeure Event, or the Business Customer’s failure to provide adequate delivery instructions.
4.8 If the Business Customer fails to accept delivery within three Business Days of notification, delivery is deemed complete at 9:00 am on the third Business Day.
4.9 KHP will use reputable couriers and ensure Goods are properly packaged. If delivery fails due to KHP or its courier’s error (e.g., incorrect handling), KHP will arrange redelivery at no additional cost.
5. Goods Warranty
5.1 On delivery, Goods will:
5.1.1 Conform to their description and any agreed Goods Specification.
5.1.2 Be free from material defects in design, material, or workmanship.
5.1.3 Be fit for the purpose stated by KHP.
5.2 If Goods are defective due to faulty design, materials, or workmanship, KHP will, at its discretion, repair, replace, or refund the Goods, provided:
5.2.1 The Business Customer notifies KHP in writing within 7 business days at info@kronohp.co.uk.
5.2.2 KHP is given a reasonable opportunity to inspect the Goods.
5.2.3 The Business Customer returns the Goods at their expense (unless KHP agrees otherwise).
5.2.4 This applies only to defects present on delivery, not those covered by separate warranty terms.
5.3 KHP is not liable for defects if:
5.3.1 The Business Customer continues to use the Goods after notifying KHP of a defect.
5.3.2 Defects arise from improper system design, maintenance, installation, or use contrary to manufacturer guidelines or manuals.
5.3.3 Defects result from specifications provided by the Business Customer.
5.3.4 Goods are altered without KHP’s written consent.
5.3.5 Defects are due to normal wear, negligence, or abnormal conditions.
5.3.6 Goods differ due to compliance with legal requirements.
5.4 Products are subject to the warranties and terms provided by their respective manufacturers, and KHP bears no liability for these warranties, except as provided in clause 5.5 for goods manufactured by Kronoterm d.o.o. If goods are defective or develop a fault, business customers may be eligible for repair or replacement and should refer to the manufacturer’s warranty for eligibility requirements and instructions on how to make a claim.
5.5 Goods manufactured by Kronoterm d.o.o are subject to the KHP Warranty Terms and Conditions. Claims must be submitted to KHP at info@kronohp.co.uk with proof of proper installation and maintenance, as required.
5.6 KHP’s liability for Goods failing to meet this warranty is limited to the remedies in clause 5.2, and no further liability applies.
6. Title and Risk
6.1 Risk in Goods passes to the Business Customer on delivery completion.
6.2 Title passes when KHP receives full payment.
6.3 Until title passes, the Business Customer must:
6.3.1 Store Goods separately and identifiably.
6.3.2 Maintain Goods in good condition and insure them.
6.3.3 Notify KHP of insolvency events per clause 11.1.
6.4 The Business Customer may resell Goods before title passes in the ordinary course of business, acting as principal and not KHP’s agent, with title passing just before resale.
6.5 If the Business Customer faces insolvency before title passes, their right to resell ceases, and KHP may recover the Goods.
7. Supply of Services
7.1 Services, including Design Work, will meet the Service Specification.
7.2 Performance dates are estimates; time is not of the essence.
7.3 KHP may amend Services to comply with laws, notifying the Business Customer.
7.4 Services will be provided with reasonable care and skill.
7.5 The Business Customer is responsible for installing Goods and implementing Design Work.
7.6 KHP is not liable for losses from improper implementation of Design Work by the Business Customer or third parties.
8. Business Customer’s Obligations
8.1 The Business Customer warrants that Goods will be installed by a suitably qualified technician.
8.2 The Business Customer must:
8.2.1 Ensure Order accuracy, including correct delivery details, and ensure access for delivery.
8.2.2 Cooperate with KHP, including responding to dispatch notifications.
8.2.3 Provide accurate site data for Services.
8.2.4 Comply with laws (e.g., health, safety, environmental).
8.2.5 Maintain Goods per manufacturer’s instructions to preserve warranty coverage.
8.2.6 Provide information for warranty claims, including proof of proper installation and maintenance.
8.2.8 Pay for chargeable site visits if faults are not warranty-related, per the applicable warranty terms.
8.3 If KHP’s performance of its obligations under the contract is prevented or delayed by any act or omission by the Business Customer or failure to perform any relevant obligation:
8.3.1 KHP may suspend Services.
8.3.2 KHP is not liable for related costs.
8.3.3 The Business Customer reimburses KHP’s losses.
8.4 The Business Customer must dispose of Goods per environmental regulations (e.g., WEEE, F-gas).
9. Charges and Payment
9.1 Goods prices are as quoted or acknowledged, including UK packaging/transport unless specified.
9.2 Services are charged on time and materials, per KHP’s rates.
9.3 KHP may increase prices for Business Customer changes or delays.
9.4 Invoices are issued on dispatch for business customers with credit accounts or prior to dispatch for those without a credit account (Goods) or completion (Services).
9.5 Payment is due per invoice terms, in cleared funds, by bank transfer.
9.6 VAT is added where applicable.
9.7 Late payments incur 8% interest above the Bank of England’s base rate, per the Late Payment of Commercial Debts (Interest) Act 1998.
9.8 Payments are made without set-off or deduction, except as required by law.
9.9 KHP may require full payment before delivery for bespoke items or high-value orders (e.g., over £10,000). Refunds for delivery failures follow clause 4.6.
10. Limitation of Liability
10.1 Nothing in these conditions shall limit or exclude KHP’s liability for:
10.1.1 Death or injury due to negligence.
10.1.2 Fraud.
10.1.3 Breaches of title under the Sale of Goods Act 1979 or Supply of Goods and Services Act 1982.
10.1.4 Defective products under the Consumer Protection Act 1987.
10.2 Subject to clause 10.1, KHP shall not be liable to the Business Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
10.2.1 Loss of profits, sales, contracts, savings, data, goodwill, or indirect losses.
10.2.2 Losses from improper installation or Design Work implementation.
10.2.3 Losses from denied warranty claims or chargeable site visits due to non-compliance with warranty terms.
10.2.4 Losses from delivery failures due to Business Customer error, beyond KHP’s obligations in clause 4.8.
10.3 Total liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to £2500.
10.4 Implied terms under the Sale of Goods Act 1979 (sections 13–15) and Supply of Goods and Services Act 1982 (sections 3–5) are excluded to the fullest extent permitted by law.
10.5 This clause survives Contract termination.
11. Termination
11.1 Either party may terminate if the other faces insolvency events.
11.2 KHP may terminate if supply is unlawful or the Business Customer fails to pay.
11.3 KHP may suspend Services or deliveries for non-payment or insolvency.
12. Consequences of Termination
12.1 On termination, the Business Customer pays all outstanding amounts and returns unpaid Goods.
12.2 Termination does not affect accrued rights or surviving provisions.
13. Force Majeure
13.1 Neither party is liable for delays or failures to perform obligations due to events beyond their reasonable control, including but not limited to supply chain disruptions, regulatory changes, pandemics, cyberattacks, energy crises, natural disasters, or acts of government.
14. General
14.1 Assignment: KHP may assign rights; Business Customers need KHP’s consent.
14.2 Notices: Sent to info@kronohp.co.uk or Krono Heat Pumps Limited, 22D Barton Business Park, New Dover Road, Canterbury, Kent CT1 3AA are deemed received.
14.3 Severance: Invalid provisions are modified or deleted without affecting the Contract.
14.4 Waiver: Rights are not waived unless in writing.
14.5 No Partnership: The Contract does not create a partnership or agency.
14.6 Entire Agreement: The Contract is the full agreement, excluding non-fraudulent misrepresentations.
14.7 Third Party Rights: No rights arise under the Contracts (Rights of Third Parties) Act 1999.
14.8 Intellectual Property: KHP owns all intellectual property in Goods/Services; Business Customers get a non-exclusive license for Design Work.
14.9 Variation: Changes require written agreement.
14.11 Governing Law: England and Wales law applies.
14.12 Jurisdiction: Courts of England and Wales have exclusive jurisdiction, subject to mediation.
