Heat Pump Cover & Care Terms and Conditions
1. Interpretation & Definitions
1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
AFC: Appliance function check involving a thorough performance and function check of the appliance including visual checks, temperature checks, test for leaks and electrical circuit tests.
AFC Terms and Conditions: the terms and conditions that apply to the AFC.
Annual Service Terms and Conditions: the terms and conditions that apply to the Annual Service of your appliance.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the Cover and Care Package in accordance with clause 6 (Charges and payment)
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions, the AFC Terms and Conditions, the Annual Service Terms and Conditions and the Heat Pump Guarantee.
Cover and Care Package: to include extended guarantee, AFC and annual services for the term of the package.
Customer: the person or firm who purchases Services from the Supplier.
Deliverables: subject to clause 3.2 any spares that the Supplier considers are required to undertake the Services to ensure the appliance is operating in accordance with the Specification.
End User: Is the appliance owner if this is someone other that the Customer.
Extended Guarantee: means the guarantee that extends the Heat Pump Guarantee on the appliance for the term of the Cover and Care Package.
Heat Pump Guarantee: the standard duration guarantee that applies to the appliance.
Order: the Customer's order for the Cover and Care Package as set out in the Order Form.
Order Form: the completed Smartsheet that the Customer submits to the Supplier place an Order for the Services.
Services: subject to clause 4.1 the Cover and Care Package and any of the AFC, annual services (number dependent upon which package purchased), including the Deliverables and the Extended Guarantee subject to the Heat Pump Guarantee supplied by the Supplier to the Customer as set out in the Specification.
Specification: the description or specification of the Cover and Care Package provided by the Supplier to the Customer as updated from time to time but in any event to include :
(a) subject to the AFC Terms and Conditions, an AFC.
b) annual service visits (number is determined by which package is purchased), which entails:
(i) minor adjustment of mechanical components, tightening of joints or lubrication of moving parts; and
ii) replacement of non-functional or serviceable components, to include, gaskets, screws and seals.
Supplier: Vaillant Group UK Limited registered in England and Wales with company number 00294316.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDRP; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to.
1.2 Interpretation:
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 The Customer places an Order and accepts these Conditions by completing the Order Form and submitting it for review by the Supplier.
2.2 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.3 Once the Customer has submitted the Order Form the Supplier will contact the Customer to confirm it has received the Order, to confirm the AFC services date and take payment for the Services at which point and on which date the Contract shall come into existence.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Supply of Services
3.1 The Supplier shall comply with applicable law and supply the Services to the Customer in accordance with the Specification in all material respects for the duration of the Cover and Care Package.
3.2 Services, in accordance with the Specification, shall not include:
(a) replacement of functional components such as pump, fan, compressor, internal controls and casing;
(b) replacement of external controls and casing or external third-party components;
(c) replacement of components due to accidental or malicious damage – such as casings/controls;
(d) repairs of damage or loss caused by any external factors, including but not limited to: fire, electrical and thunder storms, animals or pests, frost and failure of the fixed electrical installation;
(e) servicing and maintenance of magnetic filter or scale reducers; and
(f) topping up Glycol in the system.
3.3 The Supplier shall use all reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.4 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.5 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
3.6 All Services carried out will be in accordance with current regulations and standards and will be carried out by a suitably competent engineer with relevant valid certification in accordance with the manufacturer's instructions.
3.7 If any Deliverables are used during the provision of the Services, those Deliverables are guaranteed for a period of 12 months (against defective material/fault workmanship) and shall be replaced free of charge during this period, including any associated labour and callout fees, provided the Cover and Care Package is still live.
3.8 The workmanship provided during the Services shall be guaranteed for a period of 30 days, e.g. minor adjustment of mechanical components, tightening of joints or lubrication of moving parts provided that any suspected defect is report to the Supplier.
3.9 Should the appliance be deemed beyond economical repair (BER), the Supplier may consider replacing the appliance. A replacement appliance will not restart the Extended Guarantee which will still be valid from the original installation date.
4. Extended Guarantee
4.1 In order for the Extended Guarantee to be valid, the Customer shall ensure the following:
(a) Installation of the appliance must be carried out by a suitably a suitably competent engineer with relevant valid certification in accordance with the manufacturer's instructions. All such works must be fully recorded in the benchmark checklist and service record found within the installation manual accompanying the appliance;
(b) the installation must undergo an AFC within the first 18 months from installation and be deemed acceptable to the Supplier. If the AFC fails then either:
(i) the installation must be made good and a subsequent AFC undertaken for an additional cost; or
(ii) the Supplier shall refund the Customer for the Services less the fee due for the AFC.
(c) register the appliance with the Supplier within 30 days of first commissioning of the appliance by providing the full 28 digit serial number of the appliance and any other such details reasonably requested by the Supplier;
(d) the heat pump and its controls must be installed fully in accordance with the supplied installation manual as well as all prevailing building control regulations and local regulations;
(e) the heating installation must be flushed in order to remove any possible residue from the pipelines prior to connecting the appliance.
(f) the water circulating within the appliance must be checked for hardness and salinity and correctly and fully inhibited prior to installation. The water circulating in the appliance must be maintained in a clean condition and kept correctly inhibited throughout the appliance life cycle;
(g) Adequate frost protection measures must be taken in accordance with the Heat Pump Guarantee; and
(h) An annual service must be conducted each calendar year;
4.2 The Extended Guarantee will cover all major components within the appliance against defects from manufacture.
4.3 The guarantee on any replacement parts does not extend the Extended Guarantee period beyond the original term.
4.4 Only appliance component failures are covered by the Extended Guarantee; it does not apply to any external faults and other system accessories or components e.g. thermostats, time clocks, motorised valves, pipe work etc.
4.5 If any failure is caused by contaminated water or contaminated glycol in the system the engineer visit becomes chargeable.
4.6 All installation, non-appliance or external system fault calls will be charged to the Customer and could also invalidate the Extended Guarantee.
4.7 For calls requested to appliances within the guarantee period a refundable deposit may be required; returned in full if the diagnosed fault is covered by the Extended Guarantee.
4.8 Invoices for attendance and repair of this appliance by third parties will not be accepted for payment by the Supplier.
4.9 If the Customer fails to comply with this entire clause 4, the Supplier shall, in its sole discretion, invalidate the Extended Guarantee and Cover and Care Package.
5. Customer’s Obligations
5.1 The Customer shall, or shall procure that any End-User:
(a) ensure that the terms of the Order and any information it provides in the Order form are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by the Supplier;
(d) ensure parking is available for the Supplier at the premises;
(e) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(f) prepare the Customer's premises for the supply of the Services, including protecting carpets and other furniture and furnishings that are near the appliance;
(g) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
(h) comply with all applicable laws, including health and safety laws;
(i) always keep the benchmark checklist and service record for the appliance available during the appliance lifecycle;
(j) provide the Supplier with a stable working platform if the appliance is not within easy reach; and
(k) comply with all instructions from the Supplier any remedial works required for the Services to be carried out i.e. flushing the system of the Products before spare parts can be fitted.
5.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or End-User or failure by the Customer or End-User to perform any relevant obligation (Customer Default):
(a) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to (i) suspend performance of the Services until the Customer remedies the Customer Default, and (ii)to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 5.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
6. Charges and payment
6.1 The Supplier will contact the Customer each year (by email, SMS or phone call) to obtain payment of the annual Charges under the Cover and Care Package by credit or debit card.
6.1 Time for payment shall be of the essence of the Contract.
6.2 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of the Services under this Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment or if the Customer does not arrange the annual service of the appliance.
6.3 Any additional Services including any additional AFCs or chargeable Deliverables that are required, (as stated in
chargeable Deliverables that are required, (as stated in clause 3.2 above), must be paid by the Customer by credit or debit card prior to booking an AFC visit or completing a chargeable Deliverables repair.
6.4 Any Deliverables used during repair or service work remain the property of the Supplier, until payment has been made for them in full, plus VAT. Legal title to the Deliverables will pass upon payment.
6.5 The Supplier reserves the right to charge an abortive call out fee where: (i) the Customer fails to comply with the requirements set out in clause 5.1,; (ii)where the heat pump does not pass the AFC (iii) where the appliance is deemed beyond economical repair or obsolete (iv) problems related to poor central heating system water quality; (v) or the problem is external to the appliance itself (circulation pumps/motorised valves/system controls/cylinders etc.).
6.6 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Data protection
7.1 The Supplier shall comply with all applicable UK Data Protection Legislation in its performance of the Services. The Customer’s attention is drawn to the Supplier’s privacy and cookie notice which sets out the details of how the Supplier uses Customer personal data. This is available on our website at: www.vaillant.co.uk/technical-pages/privacy-and-cookie-policy/
8. Limitation of liability
8.1 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clauses 8.1 and 8.3the Supplier's total aggregate liability to the Customer shall not exceed the sum of ten thousand pounds (£10,000).
(d) 8.3 The Supplier shall not be liable to the Customer for the following direct or indirect types of loss:
(i) Loss of profits
(ii) Loss of sales or business.
(iii) Loss of agreements or contracts.
(iv) Loss of anticipated savings.
(v) Loss of use or corruption of software, data or information.
(vi) Loss of or damage to goodwill.
(vii) Indirect or consequential loss.
8.4 In order for the Supplier to access the Customer’s premises and perform the Services, the Customer must ensure that they, or another person, are available at the premises on the arranged date for the Services. The Supplier does not accept any liability for the Customer’s or any other persons’ lack of attendance at the premises for this purpose, including if the Supplier is prevented from attending the premises on the arranged date for any reason.
8.5 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9. General
9.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
9.2 Assignment and other dealings.
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
9.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the
other party's confidential information comply with this clause 9.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
9.4 Entire agreement.
(a) The 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.
(b) Each party acknowledges that in entering into the Contract it does not rely on, and shall 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
9.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
9.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
9.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
9.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
9.9 Governing law. 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 shall be governed by, and construed in accordance with the law of England and Wales.
9.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.