PART A – General Terms
Definitions and Interpretation
The following definitions and rules of interpretation apply in these Conditions:
Conditions | the terms and conditions set out in this document as amended from time to time in accordance with section 10.10 of this Part A. |
Contract | the contract between Lunar and the Customer for the sale and purchase of the Products and/or Services, comprising of these Conditions and the Order, which will come into existence in accordance with section 2.2 of this Part A. |
Consumer | an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession who purchases Products and/or Services from us. |
Customer | the person or entity who purchases the Products and/or Services from Lunar, and you and your has the same meaning. |
Hire Services | the services for the hire of our Products, as detailed in the Order and these Conditions (in particular, Part E). |
Installation Scoping Document | has the meaning set out in section 3.2 of Part C. |
Installation Services | the services for the installation of Products at the Premises, as detailed in the Order, these Conditions (in particular, Part C) and the Installation Scoping Document. |
Lunar | Lunar Refrigeration Ltd (Company Number: 01313402), trading as “Lunar” and “Lunar Ltd”, and the terms us, we and our have the same meaning. |
Maintenance Scoping Document | has the meaning set out in section 2.1 of Part C. |
Maintenance Services | the services for the maintenance of Products (or other air conditioning units or equipment), as detailed in the Order, these Conditions (in particular, Part D) and the Maintenance Scoping Document. |
Order | your order for the Products or Services submitted to us online, by telephone, by e-mail, in store or by any other order process specified by us from time to time. |
Order Confirmation | the order confirmation sent by us to you, as described in section 2.3 of this Part A. |
Premises | the premises to which the Products will be delivered and/or, where applicable, at which the Services will be performed, as set out in the Order (or any other premises which we may agree with you in writing). |
Product Warranties | the warranties set out in section 4.1 of Part B. |
Products | the air conditioning unit(s) and/or other products supplied, installed and/or maintained or repaired (as appropriate) by us and as detailed in the Order. |
Repair Services | the services for the repair of Products (or other air conditioning units or equipment) pursuant to an order or request made by you. |
Services | the services detailed in the Order, which may include the Installation Services, Maintenance Services, Repair Services and/or Hire Services. |
Specification | any specification for the Products and/or Services specified by the manufacturer or which is agreed by us and you in writing during the Order process. |
Trade Customer | any Customer who is not a Consumer, including those acting in the course of a trade or business. |
The Order Process
When you submit your Order, this constitutes an offer by you to purchase the Products and/or Services specified in the Order in accordance with these Conditions. You are responsible for ensuring that the information given to us in connection with your Order is complete and accurate.
The Order will be deemed to be accepted when we confirm acceptance of it and/or take payment of the price of the Products and/or Services (or, if earlier, when we issue the Order Confirmation), at which point, and on which date, the Contract will come into existence.
We will endeavour to provide you with an Order Confirmation which will contain:
the completed order form and/or confirmation of order, setting out the details of your Order;
where applicable, for Trade Customers, a VAT invoice; and
any other relevant documentation (including, where applicable, any Specification and/or a description of Services or scoping document(s)).
The details contained in Order Confirmation will be incorporated into the Contract. If you notice any discrepancies or inaccuracies in the Order Confirmation, please contact us immediately.
You acknowledge that a request for Repair Services may be of an “ad-hoc” nature and therefore it is not always suitable or appropriate for us to send you an Order Confirmation. In these circumstances, you agree that any details agreed with us when you place the Order as to fees and expenses will be incorporated into the Contract. The Repair Services will otherwise be provided in accordance with these Conditions, including the relevant provisions set out in Part D.
These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
Each Order, once duly submitted and accepted, will create a separate Contract.
Price
The price of the Products and/or Services will (subject to section 3.3 below) be the price agreed in the Order and, where we are able to issue an Order Confirmation, as set out in the Order Confirmation.
We may occasionally provide quotes for our Products and/or Services. Please note that due to fluctuations in our other costs, any quotes we provide are only valid for 30 days, unless we agree with you that we will honour a quote beyond the expiry of such period.
If we accept and process an Order and it becomes clear that there is an obvious pricing error, we may end the Contract and refund any sums paid by you.
The price of the Products and/or Services excludes:
amounts in respect of value added tax (VAT), which you will also pay at the prevailing rate (please note that the current rate of VAT at the date on which these Conditions were last updated is 20%); and
the costs and charges of packaging, insurance and transport of the Products and other ancillary expenses in connection with the delivery of the Products which will be invoiced to the Customer.
However, if you are a Consumer, we will (to the extent possible) give you an “all inclusive” price, including VAT and delivery charges during the Order process.
After the Contract comes into existence, we may, by giving notice to you at any time before delivery, increase the price of the Products and/or Services to reflect any increase in the cost of the Products and/or Services that is due to any factors beyond our control, including:
any request by you to change the delivery date(s), quantities or types of Products ordered, or the Specification (if any); or
any delay caused by any instructions provided by you or a failure by you to give us adequate or accurate information or instructions.
We may need certain information from you so that we can supply the Products to you, for example, measurements and access restrictions in respect of your Premises. If so, this will have been stated on our website and/or we will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may:
end the Contract; and/or
make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result.
We will not be responsible for supplying the Products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
Payment
We typically require payment for the Products and/or Services in advance. However, for certain Services, different payment terms may apply (please see the relevant Part of these Conditions for the Services you are purchasing).
You may make payment to us by any of the payment methods set out on our website, invoices, the Order/Order Confirmation or as otherwise agreed with us. These methods currently include payment by debit/credit card, PayPal and via our online payment portal provider (currently we use Stripe to process our online payments). We will normally wait for payment to clear before we process your Order.
If we agree to any credit or deferred payment terms, then you agree to pay the price of the Products and/or Services in accordance with the terms of the Order and any invoice issued by us to you. Time for payment is of the essence.
If you fail to make any payment due to us under the Contract by the due date for payment, then you will pay interest on the overdue amount at the rate of 4% per annum above the base rate of the Bank of England from time to time (or, if the base rate falls beneath 0%, the interest rate shall be 4% per annum). Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.
You agree to pay all amounts due under the Contract in full without any deductions (except for any deduction or withholding required by law).
Please note that our Order Form may also contain special payment terms, where applicable or where agreed specifically with you.
Ending the Contract
Without limiting our other rights or remedies, we may at our discretion end the Contract (or a relevant part of the Contract, as explained below) with immediate effect, or suspend the supply of the Products and/or Services, if
you fail to pay any amount due to us on the due date for payment;
you commit a material or persistent breach of any terms of the Contract and (if the breach is, in our reasonable opinion, remediable) fail to remedy that breach within 10 days of being requested in writing to do so;
(in the case of a corporate entity) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; (in the case of an individual) the Customer is declared bankrupt or makes any arrangement with or for the benefit of their creditors or has a county court administration order made against them under the County Court Act 1984;
(in the case of an individual) the Customer dies;
the Customer is unable to pay their debts as they fall due;
the Customer’s financial position deteriorates to such an extent that in Lunar’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy;
refuses or neglects to comply with our reasonable instructions issued in accordance with the Contract; or
we have another right to end the Contract under these Conditions.
Where your Contract comprises of different Products and/or Services (for example, where you have placed an Order for different types of Services) then we may (at our discretion) end the Contract insofar as it relates only to that specific element of the Contract. Termination of part of the Contract will be treated in the same way as termination of the whole Contract, however it will not affect the Contract insofar as it relates to the unaffected element of the Order.
For example:
you order Hire Services and Maintenance Services; and
you breach the terms relating to the Maintenance Services (for example, you default on a payment to pay fees for the Maintenance Services when they are due);
we may in those circumstances end the element of the Contract which relate to the Maintenance Services (and leave the Hire Services part of the Contract in force). In these circumstances, we will be able to utilise our rights and remedies set out in the Contract (or available at law) in relation to the relevant part of the Contract, and the relevant provisions of the Contract setting out those rights and remedies will be interpreted accordingly.
Without limiting your other rights or remedies, you may end the Contract:
if we have committed a material breach of the Contract and failed to remedy the same within 10 days of being requested in writing to do so; or
you have another right to end the Contract under these Conditions.
If you are Consumer, you may have certain other rights to end the Contract by application of law, including where:
we have told you about an error in the price or description of the Product you have ordered and you do not wish to proceed;
there is a risk that supply of the Products may be significantly delayed because of events outside our control; or
you have another legal right to end the contract under consumer laws. Please see section 9.1 below for more information.
Additionally, if you are a Consumer, for most Products and Services which you purchase online you have a legal right to change your mind within 14 days and receive a refund, however please note that:
if you have specifically asked us to commence provision of the Services during the 14 day period, you will be liable to pay the fees for any Services provided during that time;
this right does not apply where we have completed the Services in question;
this right does not apply where the Products are made to order/bespoke Specification; and
if you exercise this right, you will in most cases be responsible for the cost of uninstalling the Products and returning them to us, and we may also charge for any reduction in the value of the Products as a result of your use of the Products.
On termination of the Contract for any reason:
if you are a Trade Customer, you will immediately pay to us all amounts owing to us and we may deduct or charge you reasonable compensation for the net costs incurred by us as a result of terminating the Contract; or
If you are Consumer, we will refund to you any payment made for the Products that have not been delivered, however we may deduct or charge you reasonable compensation for the net costs incurred as a result of terminating the Contact. You will still be responsible for payment of any fees in respect of Products and/or Services (including parts) which we have supplied or completed.
Termination of the Contract will not affect any of the parties’ rights and remedies that have accrued as at termination. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force.
Liability
Nothing in these Conditions will limit or exclude Lunar’s liability for:
death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Products Act 1979;
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for Lunar to exclude or restrict liability (including under the Consumer Rights Act 2015 or other applicable consumer statute).
Save as set out in section 6.1 (above) and section 6.3 (below):
Lunar will under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of earnings, or any indirect or consequential loss arising under or in connection with the Contract; and
Lunar’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed 125% of the price set out in the Order (or otherwise paid in connection with the Contract).
Section 6.2 (above) will not apply to Consumers.
Whilst we will try to minimise disruption and/or damage caused at the Premises (including to paintwork, units, appliances, tiling and flooring), you acknowledge and agree that we are not responsible for putting the Premises back in the same condition it was prior to our visit, save where this is as a result of us failing to provide the relevant Products or Services with reasonable skill and care. If you are a Consumer, this will not affect any rights you may be afforded by law.
Force Majeure
Lunar will not be liable or responsible for any delay in performing, or failure to perform, any of its obligations under this Contract where such delay or failure to perform results from any cause that is beyond Lunar’s reasonable control, including an act of God, civil disturbance, governmental regulations, enactments and changes in law or regulation, prohibitions or restrictions, strike or industrial dispute, epidemic, pandemic, Government measures and guidance, disease, illness, virus, difficulties in obtaining workers or materials, breakdown of machinery, fire or accident, non-availability of, or breach or delay caused by, third party contractors (including delivery agents) and adverse weather conditions.
Confidentiality
Each party undertakes that it will not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by section 8.2 (below). No party will use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
Each party may disclose the other party’s confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party will ensure that such persons comply with this section 8.2; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Consumers
Lunar is under a legal duty to supply Products and Services that are in conformity with consumer legislation. If you are a Consumer, your rights in relation to the Products and Services are set out in the Consumer Rights Act 2015 and other consumer legislation, and nothing in the Contract is intended to or will affect your rights.
Your rights are subject to certain exceptions and for more detailed information on your rights and exceptions please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
Nothing in these terms is intended to prohibit any rights or remedies which any Customer who is a Consumer has by virtue of law. If any such provision is inconsistent with any right or remedy which we are required to offer to any Consumer by application of law then:
the right or remedy prescribed by law will prevail; and
the relevant provision in these Conditions will not apply in those circumstances (but the rest of the Contract shall continue to apply).
General
You agree to act in good faith, co-operate with us and adhere to our reasonable instructions in connection with the provision of the Products and/or Services.
All intellectual property rights (including design rights, know-how, copyright, rights in our website, domain names and all other intellectual property rights) in or arising out of or in connection with the Products and/or Services and our trading and brand names will vest in and be owned by Lunar (or Lunar’s licensors) absolutely.
Lunar may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Lunar.
You agree that we may engage the services of other services providers, including our sub-contractors, in the performance of certain Services.
A reference in these Conditions to:
a person includes an individual, company, partnership, and other corporate bodies and associations (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns;
writing or written excludes fax and email, however Lunar may serve notices by e-mail to a Customer where that Customer has provided an e-mail address as part of the Order;
the singular includes the plural and vice versa and a reference to one gender includes a reference to the other gender and matter and vice versa; and
include, including and in particular or anything similar are illustrative only and none of them will limit the sense of the words following them and each of them will be deemed to incorporate the expression without limitation.
If there is a conflict between Part A of these Conditions and any of Parts B to D (inclusive), then the relevant terms set out in Parts B to D (inclusive) will prevail.
If there is a conflict between these Conditions and any special terms which are expressly set out in writing on the Order, then the special terms will prevail.
An obligation on you under this contract includes an obligation to procure that any other necessary persons will comply with that obligation (including your employees, officers, agents and other relevant third parties).
This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
We may update these Conditions from time to time and we will publish any revised Conditions on our website. If you have an outstanding Contract with us, we will endeavour to provide written notice to you of any new Conditions which apply to the Contract.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
Any notice or other communication given to a party under or in connection with the Contract will be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business or residence (in any other case), and will be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.
A notice or other communication will be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one business day after transmission.
No one other than a party to the Contract and their permitted assignees will have any right to enforce any of its terms.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
PART B – Supply of Products
Specification
You acknowledge that whilst we can give you information concerning the nature and Specification of our Products, we are not engaged to provide any technical advice with regards to the suitability of any particular Product for your Premises. We may help you choose your Products, but you accept responsibility for making the decision as to type of Product which you wish to purchase.
Any images on our website, samples, photographs, descriptive matter or advertising materials produced by Lunar (or distributed by Lunar on behalf of a manufacturer) (Promotional Materials) are produced for illustrative purposes and no warranty is given as to the design, quality, finish, gauge, or any other qualities of the Products, save where expressly given in these Conditions or (for Consumers) as may be prescribed by law.
Your Product may vary slightly from the images seen in the Promotional Materials.
Title and Risk
Title and risk in the Products will pass to you on Completion of Delivery (as defined in section 3.2 below). However, if we agree to defer or offer credit payment terms, or you have not otherwise paid for the Products at Completion of Delivery (as defined in section 3.2 below), then title to the Products will not pass to you until we have received full payment in cleared funds of the price of the Products.
If you are a Trade Customer, then until you have made full payment for the Products (and connected Services), you agree:
to store the Products at the Premises, separately from all other goods held by you, so that they remain readily identifiable as our property;
not to permit the Products to become subject to any charge or encumbrance or any transfer of title (or grant of any such rights to any third party);
not to remove, deface or obscure any identifying mark or packaging on or relating to the Products;
to maintain the Products in good condition and keep them insured for their full price against all risks with a reputable insurer (and allow us to inspect such policies and evidence of payment of premiums); and
to provide us with all information as we may require in respect of the Products and your financial position,
and, if you breach any term of the Contract during this period, or we have another right to end the Contract, you agree that (without affecting our other rights and remedies) we may require you to deliver up any Products in your possession, and if you fail to do so promptly, we may enter any premises where the Products are stored in order to recover them without the need to give notice (and you shall, at your cost, provide all such assistance as is required in order to do so and ensure that any relevant third party shall do the same).
Delivery
We will deliver the Products to the location set out in the Order Confirmation or, if you have opted to collect the Products, you will collect the Products from the location specified by us in the Order Confirmation (Delivery Location).
Delivery is completed on the completion of unloading of the Products at the Delivery Location (Completion of Delivery).
We will notify you of the date(s) on which the Products are expected to be delivered (Proposed Delivery Date). This may be contained in the Order, or we will follow up with a confirmation e-mail. We will use our reasonable efforts to meet the Proposed Delivery Date, however, you agree that the Proposed Delivery Date is approximate only, and the time of delivery is not of the essence.
You acknowledge that the manufacturers of our Products have different lead times and the lead time for your Product will therefore depend on when the manufacturer is able to process the order. If you require specialist equipment, or equipment which is bespoke/built to order, this will result in a longer lead time. We will use our reasonable efforts to give you an estimate for the lead time by e-mail after you place your Order.
Inspection of Products
At Completion of Delivery, you agree that you (or, if you are a Trade Customer, an authorised representative) will be available and will carry out an inspection of the Products in order to check for any issues. You agree that we may ask you to sign a form asking you to confirm that there are no noticeable issues with the Products and that you believe the Products conform with the Product Warranties at the time of the inspection.
If you notice any issues with the Products upon inspection, please inform the courier or person engaged to provide the Installation Services, or contact us as soon as possible by using another contact method, and we will work with you to put into place any necessary arrangements to rectify any issues.
If, for any reason, you are not available to carry out an inspection and you have given instructions to us or the courier to leave the Products at the Delivery Location, then you accept that you will assume the risk for the Products from the time they are left at the Delivery Location in accordance with your instructions.
Acceptance of the Products will constitute conclusive evidence that you have examined the Products and have found them to be in good condition, complete and fit in every way for the purpose for which it is intended. This section 3.8 will not apply to Consumers.
Failure to accept delivery
If you are unavailable to accept delivery of the Products on the date of delivery, we will contact you to arrange an alternative delivery date. You agree that you will be responsible for wasted costs of the failed delivery and the additional delivery costs incurred in making such further delivery.
If you are unable to accept delivery of the Products on any subsequent agreed delivery date, we may (at our discretion) and without affecting our other rights and remedies, end the Contract. In these circumstances, we will not be under an obligation to refund the price of the Order, however if you are a Consumer, please note your rights at section 5.6.2 of Part A.
We will not be liable for any delay in delivery of the Products that is caused by any failure by you to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
If we fail to fulfil the Order and deliver the Products in accordance with these Conditions, our liability will be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. This section 3.12 will not apply to Consumers.
If you have also purchased our Installation Services then, unless we agree otherwise, the Installation Services will be provided at the time of delivery in accordance with the Order and Part C of these Conditions.
Product Warranties and Defects
Lunar warrants that on delivery, the Products will:
conform in all material respects with their description and any applicable Specification;
be free from material defects in design, material and workmanship; and
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
Non-conforming products: rights for Trade Customers
Provided that:
we have a reasonable opportunity of examining photographs of the Products or, where we deemed necessary, carrying out an inspection of the Products, and we agree (in our reasonable opinion) that the Products did not conform with the Product Warranties at delivery; and
you return such Products to our place of business (at our cost);
we will, at our sole option, repair or replace the defective Products, or refund the price of the defective Products in full.
Except as provided in this section 4, we will have no liability to you in respect of the Products’ failure to comply with the Product Warranties.
Non-conforming products: rights for Consumers
As a Consumer, you have certain rights in respect of non-conforming Products. Please see section 9 of Part A for details of how you can find out more about your rights.
Generally, as a Consumer, you are entitled to ask us to repair or replace any defective or non-conforming Products at no cost to you. You may, under some circumstances, be entitled to reject the Products, however please note that if you wish to exercise your short-term right to reject the Products, you are required by law to prove that the Products were defective or did not conform with the Product Warranties at the time of delivery.
In order to exercise your rights, please contact us. We will do everything we can to assist with your query and, where necessary, to replace or repair the non-conforming Products, or to provide any other remedy as you may be entitled to by law.
The Product Warranties will not affect the terms implied by sections 9 to 11 of the Consumer Rights Act 2015 and the Consumer’s statutory remedies under consumer legislation.
Other terms concerning the Product Warranties
We will not be liable for the Products’ failure to comply with Product Warranties in any of the following events:
you make further use of the Products after giving notice that you do not believe they conform with the Product Warranties;
the defect arises because you failed to follow our oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if you are a Trade Customer) any good trade practice regarding the same; the defect arises as a result of us following any drawing, design or Specification supplied by you;
you alter or repair the Products without our written consent;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Products differ from their description or the Specification (if any) as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
All other warranties or conditions (statutory or otherwise) relating to the Products, including as to quality, description and fitness for purpose, are excluded except in-so-far as such exclusion is prevented by law. The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. This section 4.9 will not apply to Consumers.
The Customer is responsible for ensuring that the Products are suitable for the purpose for which the Customer intends to use them and, save as set out herein (or, on the case of Consumers, as prescribed by law) Lunar gives no warranty in this regard.
These Conditions will apply to any repaired or replacement Products supplied by us.
Manufacturer warranties/guarantees
Certain of our Products may come with a warranty or guarantee which is provided by the manufacturer (Manufacturer Guarantee). If this is the case, and you wish to bring a claim under that warranty or guarantee, you will be responsible for presenting the claim to the manufacturer, which will be dealt with under the terms of the Manufacturer Guarantee (as prescribed by the manufacturer).
Any Manufacturer Guarantee is separate, and in addition, to any rights set out in these Conditions. If you are a Consumer, then any warranty or guarantee offered by the manufacturer is in addition to those afforded to you by law.
Please note that each manufacturer will set their own terms on which they offer a Manufacturer Guarantee, including any exemptions which may apply.
It is typically a requirement for a successful claim under a Manufacturer Guarantee that the Product is regularly and properly maintained and serviced by a qualified engineer. We can assist in providing Maintenance Services, where required. You acknowledge that we do not offer any contractual assurance as to whether any claim under a Manufacturer Guarantee will be successful and we are not responsible for the terms on which they are offered.
PART C – Installation Services
- Installation Services
We will provide the Installation Services in accordance with the description set out in your Order, these Conditions and with reasonable skill and care.
If you are a Consumer, we will provide the Installation Services in accordance with all applicable standards required under consumer laws.
You agree that, unless we agree otherwise with you in writing, we will use our discretion as to the most efficient manner to carry out the Installation Services (including the route(s) at the Premises and method/means of providing the Installation Services).
- Your responsibilities and obligations
You agree that you will:
ensure that we have free, safe and adequate access to the Premises at which the Installation Services are to be provided, at the agreed time, in order for us to properly provide the Services;
take all such steps as may be necessary to ensure the safety of us (and any of our representatives) when attending the Premises;
ensure that there is a safe parking space within reasonable proximity of the Premises in order for us to unload the Products;
ensure that the Premises has adequate lighting, power and other necessary facilities and utilities for the proper provision of the Installation Services;
ensure that the Premises does not have any issues which may pose a health and safety risk to any individuals who attend for the purpose of the provision of the Services. Where there are any health and safety risks (including the presence of any structural risks, hazardous substances, asbestos and any other relevant issues), you will notify us in writing in advance and follow any instructions issued by us to take measures to alleviate such risks;
ensure that our equipment can be stored in a safe and secure place for the period during which the Installation Services are provided;
ensure that any measurements or other specification which you provide to us are correct and accurate;
be responsible for, and obtain, any necessary planning permissions, local authority consents and other consents or permissions required for the Installation Services (and you acknowledge that it is not our responsibility to advise you as to any necessary consents or permissions which may be required);
promptly notify us if there are any consents or permissions required which may impact on our provision of the Installation Services.
- Fees and Additional Works
Any price which we quote or which is contained in an Order for the Installation Services is on the basis of the scope of work set out in these Conditions and/or in the Order.
The scope of the Installation Services will be set out in the scoping document which we provide to you once you place your Order (the Installation Scoping Document).
To the extent that the scope of the Installation Services varies from the scope set out in the Installation Scoping Document, for example where additional works are found to be necessary, we reserve the right to temporarily suspend provision of the Installation Services and to revisit the scope of the same. We may need to charge additional fees for the Installation Services in such circumstances, in which case we will provide you with a quote for such additional work (Additional Works Quotation).
Examples of circumstances in which additional works are found to be necessary include:
additional requests or requirements which you have asked to us to fulfil (beyond those in the Installation Scoping Document);
failure to facilitate the proper provision of the Installation Services in accordance with your obligations under the Contract (for example, where you do not provide us with proper or safe access);
requirements for additional equipment or materials;
you ask us to decommission/remove existing equipment;
a change to the location where the Installation Services are to be provided; and
there is a need to remove hazardous substances (in which case we will liaise with you as to whether we need to terminate or suspend the Installation Services, and you acknowledge that we are not responsible for removing any such substances unless we specifically agree otherwise with you).
If you do not agree to the Additional Works Quotation, you may (and you agree that we may) cancel your order. In such circumstances, we will refund you any monies paid by you for the Products and/or the relevant part of the Installation Services which we have failed to supply. You will remain responsible for payment of any fees in respect of Installation Services which have already been provided, including our fees/wasted costs if we attend the Premises but cannot provide the Services due to your failure to comply with the Contract.
If you do agree to the Additional Works Quotation, this will be deemed to be incorporated into the Contract and we will provide the Installation Services, and you agree to pay the fees, accordingly.
If we are unable to start or complete the Installation Services as a result of your action or inaction (for example, if you are not present at the property or have not complied with your obligations in these Conditions), then we will need to arrange a subsequent visit to complete the Installation Services and you agree that we may need to charge an addition fee for this.
PART D – Maintenance and Repair Services
- General
We will provide any Maintenance Services for the Maintenance Period (see section 3 below).
With regards to the Repair Services, these will be ordered, supplied and charged for, on a case by case basis, and are excluded from the normal scope of the Maintenance Services.
We will provide the Maintenance Services and/or Repair Services with reasonable skill and care. If you are a Consumer, we will provide the Maintenance Services and/or Repair Services in accordance with all applicable standards required under consumer laws.
- Maintenance Services
The Maintenance Services are more particularly detailed in the scoping document (Maintenance Scoping Document) which we will send to you when you place your Order.
The Maintenance Services will be provided in respect of the air conditioning unit(s) or other assets/equipment which are set out in the Order or the Maintenance Scoping Document (the Maintained Equipment). Specifically, the Order will state: the number of units which we agree to provide Maintenance Services for (and if the Term Sheet is silent, this shall be assumed to be one unit); the frequency with which we will visit the Premises to provide Maintenance Services; and the time allotted for each such visit.
We will attend the Premises to provide the Maintenance Services at such frequency as we agree with you in the Order.
We will use our reasonable efforts to arrange a suitable time and date with you in advance of each visit. If you fail to allow us access to the Premises at an agreed time and date, we reserve the right to charge you for our wasted costs.
If we discover that the Maintained Equipment is defective, malfunctioning, has failed or is not otherwise in good working order during the course of the Maintenance Services, then we may provide you with a separate quotation for Repair Services. We are not obliged to provide any repairs as part of the Maintenance Services.
During the Maintenance Period, as part of the Services, you may also submit to us a request for ad-hoc call outs in order for us to provide Maintenance Services where, for example, you are experiencing issues with the Maintained Equipment and need urgent assistance (a Reactive Call Out).
In respect of any request you make for a Reactive Call Out, you agree that: we will use our reasonable efforts to respond to such request and, where we consider a visit to be appropriate, we will use our reasonable efforts to attend the Premises within any agreed response times (as may be set out in the Order); you will be responsible for paying our call-out fee which will be payable in advance (or in accordance with any other payment terms we agree with you in writing). The call-out fee is payable as a standard fee, irrespective of whether we are able to diagnose or fix the fault; we will attempt to rectify the issue which you are experiencing where it is possible for us to do so, however this will only be possible where the problem can be rectified without the need for repairs and/or parts. We do not guarantee that we will be able to rectify any issue and you agree that, if repair services and/or parts are required, this will be subject to a separate order.
- Maintenance Period
Maintenance Period – Trade Customers
The Contract for Maintenance Services will start on the date of the Contract and will continue for the Initial Maintenance Period (specified in the Order) and thereafter for successive renewal terms of 1 year each (each an Additional Maintenance Period), unless the Contract (or relevant part of the Contract) is ended earlier by:
either party giving to the other party at least one months’ written notice to terminate (such notice to expire at the end of the Initial Maintenance Period or at the end of an Additional Maintenance Period);
us giving to you 3 months’ notice to terminate at any time; or
either party giving notice to terminate where it has another express right to do so under the Contract.
Maintenance Period – Consumers
If you are a Consumer, the Contract for Maintenance Services will start on the date of the Contract and will continue for the Initial Maintenance Period and thereafter until it is ended by:
you giving to us one months’ written notice to terminate;
us giving to you one months’ written notice to terminate; or
either party cancelling the Contract where it has an express right to do so under the Contract.
- Excluded Maintenance
Please note that, unless we specifically agree otherwise with you, the Maintenance Services exclude the following (Excluded Maintenance):
repairs (which will be dealt with separately under an order for Repair Services);
any additional services/labour required in excess of the permitted/allocated time for our provision of the Maintenance Services as set out in the Order and/or Maintenance Scoping Document (except in the case of a Reactive Call Out);
fault finding in excess of the permitted/allocated time for our provision of the Maintenance Services as set out in the Order;
provision of any access equipment (save where the same is expressly included in the Order or Maintenance Scoping Document);
time spent in providing Maintenance Services which relate to power or utility issues at the Premises, or dealing with other unforeseen issues at the Premises;
time spent in providing the Maintenance Services in excess of, or outside of, the agreed days and number of hours set out in the Order and/or Maintenance Scoping Document (or which we otherwise agree in writing), except in the case of a Reactive Call Out; and
any additional services which you require which fall outside the scope of the Maintenance Scoping Document.
We are not obliged to perform any Excluded Maintenance, unless specifically agreed with you.
- Repair Services
If you discover that any Product or Maintained Equipment is defective, malfunctioning, has failed or is not in good working order, and such issue is not covered under any warranties under the Contract or available at law or made available by the manufacturer of the Product, then please contact us. We may at our discretion provide a quote for Repair Services (which may include both services and the supply of replacement parts, as appropriate).
If you agree to the quote for the Repair Services, we will agree with you a time to attend the Premises to arrange for an assessment and/or the relevant repairs to be carried out.
You acknowledge that it is not always possible for us to accurately assess the scope of the Repair Services and that it may not always be possible to complete the Repair Services in one single visit, for example if extra parts are required. If this is the case, we will inform you of any further Repair Services which may be required when these become known to us and we will endeavour to agree a further quotation in respect of the fees for such additional Repair Services (and/or parts).
- Your obligations
You will, at all times whilst we provide Maintenance Services and/or Repair Services:
promptly respond to Lunar in arranging for suitable times/dates for Lunar to provide the Services;
use the Products and/or Maintained Equipment only in accordance with the instructions and recommendations of the manufacturer of the same, or as may be advised by us or on our website;
notify us promptly if the Products and/or Maintained Equipment is discovered to be defective or malfunctioning or has failed or is otherwise not in good working order;
not allow any person other than Lunar to adjust, maintain, repair, replace or remove the Products and/or Maintained Equipment or part of it, unless otherwise agreed with us;
ensure that we have full and free access to the Premises and to the Products and/or Maintained Equipment and to any records of its use kept by you, to enable us to properly perform the relevant Services;
provide to us such information concerning the Products and/or Maintained Equipment and their application, use, location and environment as we may reasonably request, and ensure all such information is accurate;
ensure that we have free, safe and adequate access to the Premises at which the Services are to be provided, at the agreed time, in order for us to properly provide the relevant Services (and you shall notify us in advance of any hazards at the Premises);
ensure that there is a safe parking space within reasonable proximity of the Premises at the time for performance of the Services; and
take all such steps as may be necessary to ensure the safety of us (and any of our representatives) when attending the Premises.
If our performance of the Maintenance Services or Repair Services are prevented or delayed by any act or omission of you (or your agents, subcontractors, consultants or employees), then, without affecting any other right or remedy we may have, we may charge for any wasted costs which we incur as a result of the same and we will be allowed a reasonable extension of time to perform our obligations.
- Fees – Additional Terms
In providing the Maintenance Services and/or Repair Services, you agree to reimburse us for our reasonable incurred expenses (including travel and subsistence) and any materials, parts and/or services procured by us from third parties (including our subcontractors) for the provision of such Services.
In the case of the Maintenance Services, we may increase the fees payable for such Maintenance Services no more than once in any 12-month period and such revised fees will take effect upon us serving written notice on you of the same. Please note that revisions to our fees may include increases to reflect increased costs of providing the Maintenance Services, including supplier/contractor costs, currency fluctuations and inflation.
If the Order is silent as to the frequency of the payment terms, then payment of fees for Maintenance Services will be monthly in arrears at the end of each calendar month. You agree to pay each invoice submitted by us within 30 days of receipt, in cleared funds to a bank account nominated in writing by us from time to time.
We reserve the right to charge additional fees where the scope of our visits (for Maintenance and/or Repair Services) has exceeded the original scope set out in the Order or the Maintenance Scoping Document. Any such additional fees will be calculated by us based on a time and materials basis and will be payable by you within 30 days of the date of the relevant invoice.
Our fees for Repair Services may also be calculated on a time and materials basis and, if this is the case, we will notify you of the applicable call-out, hourly or daily fee rates for each individual who will provide the Repair Services. You agree to pay the fees on a time and materials basis and we may ask for a payment (in whole or in part) in advance for such fees. You agree to pay any balance upon receipt of our invoice.
We will also invoice you for any parts which we are required to provide as part of the Maintenance Services and/or Repair Services, which you agree to pay upon receipt of our invoice (or, if required by us, in advance/when we notify you of the requirement for the part).
