BRITTHERM LIMITED

Business Customer Terms and Conditions of Sale

Version: April 2026

A "Business Customer" means any company, partnership, sole trader or other entity purchasing goods from BritTherm in the course of a trade, business or profession. By placing an order with us you confirm that you are acting as a Business Customer and agree to be bound by these Terms.

These Terms apply to all sales of goods by BritTherm to Business Customers and supersede any terms and conditions the Business Customer may seek to impose. No variation to these Terms is effective unless agreed in writing by a director of BritTherm.

1. About Us

• Company name: BritTherm Limited
• Company registration number: 11400625
• Registered office: Unit G 14 Silverbox House, 56 Magnet Road, East Lane Business Park, Wembley, London, HA9 7FP
• Website: www.brittherm.co.uk (product information only — orders are not placed via the website)
• Sales and general enquiries: www.brittherm.co.uk/contact-us/

2. How to Place an Order

2.1 Orders may be placed by telephone, email or post using the contact details on our website. We do not accept orders placed via the website itself.

2.2 Our website, product catalogues, brochures and other marketing materials are for information purposes only. They constitute an invitation to treat and not a contractual offer capable of acceptance by you.

2.3 Prices are communicated to Business Customers individually by telephone or email and are strictly confidential. Prices quoted are personal to the Business Customer and may not be disclosed to any third party without our prior written consent. Any pricing information shared in the course of negotiations forms part of our confidential commercial information and is subject to Clause 11 of these Terms.

2.4 When you place an order, you are making an offer to purchase goods from us on these Terms. These Terms are incorporated into every contract between us, to the exclusion of any terms and conditions you may seek to impose or which may be printed on your purchase order or other documentation.

2.5 We will confirm receipt of your order. A binding contract is only formed when we send you written confirmation of acceptance, which may be by email, proforma invoice, despatch note or sales order confirmation. We reserve the right to decline any order at our discretion prior to acceptance.

2.6 You must ensure that all details in your order — including product references, quantities, delivery address and any technical specifications — are complete and accurate. We cannot accept responsibility for errors in orders that have been fulfilled as submitted.

2.7 You confirm that you have authority to place orders and enter into legally binding contracts on behalf of the business you represent.

3. Quotations

3.1 Any quotation given by BritTherm is valid for 30 days from the date of issue unless a shorter period is stated, and is subject to availability of stock at the time of order.

3.2 A quotation is not a contractual offer and does not commit us to supply goods at the quoted price. A binding contract only arises when we confirm written acceptance of your order in accordance with Clause 2.5.

3.3 All quotations are provided on a confidential basis and are personal to the Business Customer to whom they are addressed. Quotations must not be disclosed to any third party without our prior written consent.

3.4 We reserve the right to withdraw or amend any quotation at any time before written acceptance of the resulting order.

4. Pricing

4.1 All prices are in pounds sterling (GBP) and are exclusive of VAT unless otherwise stated. VAT will be charged at the applicable rate and shown separately on our invoice.

4.2 The price payable is the price agreed at the time we confirm your order in writing. Where no specific price has been agreed, the price will be our standard list price in force at the date of despatch.

4.3 All pricing information communicated to Business Customers, whether by telephone, email, written quotation or in person, is strictly confidential and forms part of our confidential commercial information. It may not be shared with, disclosed to or used for the benefit of any third party.

4.4 We reserve the right to adjust the price of an accepted order before despatch if our costs increase due to factors beyond our reasonable control, including changes in material costs, currency fluctuations, or increases in applicable duties or taxes. We will notify you promptly and you will have the right to cancel the order without charge before despatch. See also Clause 7.1.

5. Payment

5.1 Where no credit account has been agreed, payment is due in full before or at the time of despatch unless otherwise stated on our proforma invoice.

5.2 Where we have agreed credit terms with you in writing, invoices must be paid in full within the period stated. Credit facilities are granted at our sole discretion, may be subject to credit checks, and may be withdrawn or varied at any time without notice.

5.3 We reserve the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to recover our reasonable costs of recovering overdue amounts, including legal costs.

5.4 We reserve the right to suspend further orders, deliveries or credit facilities if any amount owed to us is overdue.

5.5 You must not withhold, deduct or set off any payment against any claim or dispute without our prior written consent.

6. Delivery

6.1 We will arrange delivery of goods to the address specified in your order. Delivery is to UK addresses only unless otherwise agreed in writing prior to ordering.

6.2 Any delivery dates or timescales given are estimates only. Time of delivery is not of the essence and we shall not be liable for any losses arising from delay in delivery, however caused.

6.3 Risk in the goods passes to you upon delivery. Title to the goods passes to you only upon receipt of payment in full for those goods and any other sums owing to us at the time.

6.4 Until title passes to you, you must store the goods separately and in a manner that makes them clearly identifiable as our property, not encumber or charge them, maintain them in satisfactory condition, and notify us immediately if you become subject to any insolvency event. We reserve the right to require you to deliver the goods back to us, and where you fail to do so, to enter your premises with your consent or pursuant to a court order to recover them.

6.5 Where goods are to be delivered in instalments, each instalment constitutes a separate contract. Failure or delay in delivering any one instalment does not entitle you to cancel any other instalment or treat the contract as a whole as terminated.

6.6 Delivery charges will be agreed at the time of ordering or set out in our quotation. Where no charge has been agreed, our standard delivery rates will apply.

7. Cancellation

7.1 BritTherm supplies finished goods, including pumps and related products. Once an order has been confirmed in writing by us, we may immediately allocate and reserve stock, begin picking, packing or preparing goods for despatch, book delivery or logistics arrangements, or place purchase orders with our own suppliers on your behalf. Cancellation of a confirmed order will therefore only be accepted at our absolute discretion — save where you are cancelling specifically because we have notified you of a price increase under Clause 4.4, in which case you may cancel without charge before despatch.

7.2 Where we agree to accept a cancellation for any other reason, you will be liable to reimburse BritTherm for all costs and losses already incurred as a direct result of the order, including but not limited to: the cost of goods allocated or reserved from stock; any picking, packing or preparation costs; delivery or logistics costs already committed; any cancellation charges levied on us by our own suppliers; and storage costs for goods prepared for your order. The amount payable will be calculated at the time of cancellation and confirmed to you in writing.

7.3 Cancellation requests must be made in writing addressed to a director of BritTherm. Verbal or informal cancellations will not be accepted.

7.4 We reserve the right to decline any cancellation request where goods have already been despatched or where production is substantially complete.

8. Returns

8.1 Returns of Non-Faulty Goods

8.1.1 We are under no obligation to accept the return of non-faulty goods. Returns will only be accepted where we have given prior written agreement.

8.1.2 Where we agree to accept a return of non-faulty goods, the following conditions apply:

• Goods must be returned unused, uninstalled, undamaged, in their original packaging and in a fully saleable condition.
• All accessories and documentation must be included. Returns missing any items may not be processed.
• Goods must be returned at your cost and risk, freight prepaid, using a trackable and adequately insured delivery service. We accept no responsibility for goods lost or damaged during return transit.
• Goods must be clearly labelled with any returns reference number we provide and returned to our address.
• Deliveries to our warehouse are accepted between 9am and 6pm, Monday to Friday only.

8.2 Damaged, Defective or Incorrect Goods

8.2.1 You must inspect all goods promptly upon delivery. Claims for goods that are damaged on arrival, defective or not in accordance with your order must be submitted in writing to warehouse@brittherm.co.uk within 7 days of delivery, accompanied by photographic evidence where possible. Claims outside this period will not be accepted without good reason satisfactory to us.

8.2.2 Where a valid claim is established, our sole remedy offered will be replacement of the affected goods or, at our discretion, a credit note or refund. We do not carry out repairs.

8.2.3 Where goods are confirmed as faulty or incorrectly supplied by us, we will arrange and bear the cost of return collection or provide a prepaid returns label. Where goods are returned and no fault is confirmed, return shipping costs remain the responsibility of the Business Customer.

8.2.4 Please retain all original packaging when reporting damaged goods, as it may be required for inspection.

9. Guarantee

Our product guarantee terms are set out in our separate Returns and Warranty Policy, available on our website or on request. That policy is incorporated into these Terms where applicable to the goods purchased.

10. Intellectual Property

10.1 BritTherm Limited is the owner or authorised licensee of all intellectual property rights in and to its brand, trading name, registered and unregistered trademarks, logos, product names, product images, technical data, specifications, catalogues, website content, marketing materials and all other materials produced by or on behalf of BritTherm (together, "BritTherm IP"). All such rights are fully reserved.

10.2 You are permitted to use BritTherm IP solely for the purpose of identifying and purchasing BritTherm products in the ordinary course of your business. Any use beyond this — including reproduction, copying, redistribution, publication, display, or commercial exploitation of any BritTherm IP — requires our prior written consent.

10.3 The following uses are expressly prohibited without prior written authorisation from BritTherm:

• Reproducing, copying or displaying any BritTherm logo, trademark or brand element in any form, whether in print, digital, online or otherwise.
• Using any BritTherm product image, photograph or technical illustration for any purpose other than the internal identification of products you have purchased from us.
• Reproducing, extracting or redistributing any product data, specifications, descriptions, pricing or other content from our website, catalogues or any other BritTherm materials.
• Using BritTherm's name, brand or any BritTherm IP in any advertising, marketing, promotional or social media activity without our express written consent.
• Creating any derivative works, modifications or adaptations of any BritTherm IP.
• Scraping, data mining or using automated tools to extract any content or data from our website.

10.4 Any unauthorised use of BritTherm IP will constitute an infringement of our intellectual property rights. In the event of any such infringement, BritTherm reserves the right to pursue all available legal remedies. Without prejudice to any other remedy available to us, you acknowledge and agree that BritTherm shall be entitled to claim a minimum licence fee of £5,000 plus VAT per instance of unauthorised use, as a reasonable estimate of the value of the rights infringed. This minimum fee is in addition to, and not a limit on, any claim for actual damages, legal costs or other losses we may seek to recover.

10.5 If you become aware of any third party making unauthorised use of BritTherm IP, please notify us immediately at info@brittherm.co.uk.

11. Confidentiality

11.1 Each party agrees to keep strictly confidential all Confidential Information received from the other party and not to disclose it to any third party without prior written consent.

11.2 "Confidential Information" means all information, whether written, oral or in any other form, disclosed by either party in connection with the business relationship between the parties, including but not limited to: pricing, discounts, rebates and payment terms communicated by telephone, email, in writing or in person; product specifications and technical data; business plans and strategies; customer and supplier details; and any other information designated as confidential or which ought reasonably to be understood as confidential given its nature and the circumstances of disclosure.

11.3 The obligations in this clause do not apply to information that: (a) is or becomes publicly available other than through breach of this clause; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation or court order, provided that the disclosing party is given reasonable advance notice where possible.

11.4 The confidentiality obligations in this clause shall survive the termination or expiry of any contract between the parties for a period of five years.

12. Limitation of Liability

12.1 Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.

12.2 Subject to Clause 12.1, we exclude all implied conditions, warranties and other terms to the fullest extent permitted by law, including implied terms as to satisfactory quality, fitness for purpose and conformance with description.

12.3 We shall not be liable to you for any: loss of profit; loss of revenue or turnover; loss of business or contracts; loss of anticipated savings; loss of or damage to goodwill or reputation; loss of data; or any indirect, special or consequential loss of any kind, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

12.4 Our total aggregate liability to you under or in connection with any contract shall not exceed the total price paid or payable by you under that specific contract for the goods giving rise to the claim.

12.5 You acknowledge that these limitations are reasonable and proportionate in the context of a commercial supply relationship.

13. Insolvency and Termination

13.1 We may, without liability to you, immediately suspend performance of any contract or terminate any contract in whole or in part by written notice if you: fail to pay any sum due to us by the due date; enter into or take steps towards any insolvency process (including administration, liquidation, receivership or a company voluntary arrangement); cease or threaten to cease trading; or commit any material breach of these Terms that is incapable of remedy or that is not remedied within 14 days of written notice requiring remedy.

13.2 On termination, all sums owed to us by you become immediately due and payable. We may retain any deposit paid and pursue you for any additional losses incurred as a result of the termination.

13.3 Termination of a contract does not affect any rights or obligations that have accrued prior to termination.

14. Events Outside Our Control

14.1 We shall not be in breach of these Terms nor liable for any failure or delay in performing our obligations where such failure or delay results from circumstances beyond our reasonable control, including acts of God, fire, flood, extreme weather, pandemic or epidemic, shortage of materials or components, industrial disputes, war, terrorism, government action, import or export restrictions, or failure of third-party suppliers or logistics providers.

14.2 We will notify you as soon as reasonably practicable if such circumstances arise and will take reasonable steps to mitigate their effect. If the delay extends beyond 60 days, either party may cancel the affected order by written notice without liability to the other. Any sums already paid for undelivered goods will be refunded.

15. Compliance with Laws

15.1 Both parties shall comply with all applicable laws and regulations in relation to their activities under these Terms, including but not limited to anti-bribery and anti-corruption legislation (including the Bribery Act 2010), data protection legislation, export control regulations, and health and safety law.

15.2 You shall not engage in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 in connection with any business conducted with BritTherm. You shall maintain your own adequate anti-bribery procedures.

15.3 All products fitted to any gas appliance within the United Kingdom must be installed by a competent person registered with an appropriate competency scheme, such as a Gas Safe registered engineer. It is your responsibility to ensure that any products you purchase from us are used and installed in compliance with all applicable regulations and standards.

16. Privacy and Data Protection

16.1 We will process any personal data provided by you in accordance with our Privacy Policy, available at www.brittherm.co.uk. Where you provide us with personal data relating to your employees or other individuals, you confirm that you have appropriate authority to do so and that those individuals have been informed of how their data will be used.

16.2 We may use your business contact details to administer your account, process your orders, and communicate relevant product and commercial information. You may opt out of marketing communications at any time by contacting us.

17. General

17.1 These Terms, together with any written quotation, proforma invoice, order confirmation or other document expressly incorporated by reference, constitute the entire agreement between the parties for the supply of goods. They supersede all prior representations, agreements and understandings. You acknowledge that you have not relied on any representation not expressly set out in these Terms.

17.2 Any terms and conditions attached to or referenced in your purchase order or other documentation shall have no effect and are expressly excluded.

17.3 Any additional terms discussed and agreed between the parties privately — whether by telephone, email, in person or otherwise — shall only be binding if confirmed in writing by a director of BritTherm. Verbal agreements or informal assurances not so confirmed do not form part of the contract between us.

17.4 We may amend these Terms at any time by notifying you in writing. Amendments will not affect contracts already formed.

17.5 We may transfer our rights and obligations under these Terms to another organisation and will notify you in writing if this happens. You may not transfer or assign your rights or obligations without our prior written consent.

17.6 If any provision of these Terms is found by a court or other competent authority to be invalid or unenforceable, it shall be severed and the remainder of these Terms shall continue in full force and effect.

17.7 Failure by us to enforce any right at any time does not constitute a waiver of that right. Any waiver must be in writing signed by a director of BritTherm to be effective.

17.8 A person who is not a party to a contract formed under these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

17.9 In rare cases, BritTherm may have entered into a separate written agreement with a specific Business Customer, signed by a director of BritTherm, setting out bespoke commercial terms for that customer (a "Specific Agreement"). Where such a Specific Agreement exists and is in force, its terms shall take precedence over these standard Terms in any areas where they directly conflict. In all other respects, and in areas not addressed by the Specific Agreement, these standard Terms shall continue to apply in full. The existence of a Specific Agreement with one customer does not affect these Terms as they apply to any other Business Customer.

18. Product Suitability

18.1 BritTherm supplies finished products and does not provide application engineering, technical selection advice or system design services, unless separately agreed in writing. It is the sole responsibility of the Business Customer to determine that any product ordered is suitable for its intended application, system configuration and operating conditions.

18.2 BritTherm makes reasonable efforts to ensure that product descriptions, specifications and technical data published on its website and in its catalogues are accurate. However, such information is provided for guidance only and BritTherm does not warrant that it is complete, current or free from error. Specifications may be subject to change without notice provided that goods supplied are of equivalent functionality.

18.3 BritTherm accepts no liability for any loss, damage or cost arising from a Business Customer ordering a product that is unsuitable for its intended application, whether or not the customer sought advice from BritTherm prior to ordering.

19. Resale and Onward Distribution

19.1 Where a Business Customer purchases BritTherm products for resale or onward distribution, the Business Customer is solely responsible for: ensuring that those products are described and represented accurately to end purchasers; complying with all applicable consumer protection, product safety, and trading standards legislation in the relevant jurisdiction; and ensuring that end purchasers are provided with appropriate installation guidance and safety information.

19.2 The Business Customer shall not represent itself as BritTherm or as an authorised BritTherm partner, agent or official distributor unless BritTherm has confirmed such status in writing.

19.3 The Business Customer shall indemnify and hold harmless BritTherm against any claims, losses, damages, costs or expenses (including legal costs) arising from: any misrepresentation made by the Business Customer in connection with the resale of BritTherm products; any claim brought by an end purchaser in respect of goods that have been modified, incorrectly installed or misused following sale by the Business Customer; or any breach of this clause.

20. Product Safety and Regulatory Responsibility

20.1 BritTherm supplies products that meet applicable UK product safety requirements at the point of manufacture and delivery. Where a Business Customer then installs, incorporates into a wider system, modifies or resells those products, the Business Customer assumes full responsibility for ensuring that the resulting application complies with all applicable UK regulations, installation standards and any sector-specific requirements. BritTherm accepts no liability for any regulatory non-compliance arising from how its products are applied, installed, adapted or used by the Business Customer or any third party. Nothing in this clause affects BritTherm's liability under Part I of the Consumer Protection Act 1987 for damage caused by a defect in the product itself as manufactured and supplied by BritTherm, which cannot be excluded by contract.

21. Notices

21.1 Any formal notice required or permitted under these Terms must be given in writing. Notices may be served: by email to a director of BritTherm at the email address confirmed in the relevant order correspondence, in which case the notice is deemed received when a delivery receipt is generated; or by recorded delivery post to the registered office of the receiving party, in which case the notice is deemed received on the second business day following posting.

21.2 Informal communications, including general emails to sales or customer service addresses, do not constitute formal notices for the purposes of these Terms. Cancellations, claims and other formal communications must comply with the specific requirements set out in the relevant clause.

22. Misrepresentation

22.1 Nothing in these Terms excludes or restricts BritTherm's liability for fraudulent misrepresentation.

22.2 Subject to Clause 22.1, BritTherm shall not be liable for any negligent or innocent misrepresentation made before the formation of a contract. Where such a misrepresentation has occurred, the Business Customer's sole remedy shall be damages in contract rather than rescission, to the extent permitted by law, including the Misrepresentation Act 1967.

22.3 The Business Customer acknowledges that it has not entered into any contract under these Terms in reliance on any representation, warranty or statement not expressly set out in these Terms or in a written quotation or order confirmation issued by BritTherm.

23. Pre-Litigation Dispute Resolution

23.1 Before commencing any legal proceedings in connection with a dispute arising under or in connection with these Terms, the parties agree to attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by giving written notice to the other describing the dispute in reasonable detail.

23.2 The parties will attempt to resolve the dispute within 30 days of such notice being given, or such longer period as they may agree in writing. If the dispute is not resolved within that period, either party may proceed to litigation in accordance with Clause 24.

23.3 Nothing in this clause prevents either party from seeking urgent interim relief from a court where necessary to protect its rights or property.

24. Governing Law and Jurisdiction

24.1 These Terms and all contracts formed under them are governed by and construed in accordance with the law of England and Wales.

24.2 Subject to Clause 23, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation, including any non-contractual disputes or claims.