Terms of Service

Please read these terms and conditions carefully before placing an order for any goods.

As orders may be accepted and a legally binding contract formed without further reference to you, you should read these terms and conditions carefully before placing an order to ensure that you understand them. If you require clarification on any aspect of these terms and conditions, please contact us on 0800 0016 802 before ordering.

1. Application, Access and Acceptance of Terms
2. Definitions
3. Interpretation
4. Goods
5. Basis of Sale
6. Price and Payment
7. Credit Card Charges
8. Risk and Retention of Title
9. Quotes, Proformas and Buyer Verification
10. Delivery
11. Right to Cancel, Withdrawal and Returns
12. Deduction for Goods Supplied
13. Delivery Costs for Cancelled or Returned Goods
14. Timing of Reimbursement
15. Returning Goods
16. Conformity
17. Assignment, Sub-Contracting and Successors
18. Force Majeure
19. Privacy
20. Limitation and Exclusion of Liability
21. Intellectual Property Rights (IPR)
22. Manufacture Warranties and Supplier Warranty Limitations
23. Cyber-Security and Digital Safety
24. Technical Advice and System Design Disclaimer
25. Compliance with Laws and Industry Standards
26. Product Recalls and Safety Notices
27. Entire Agreement, Waiver, Severance, Third Party Rights and Governing Law

 

1. Application, Access and Acceptance of Terms
   1. These Terms and Conditions apply to the sale of goods ("Goods") by HDM Solar (Wholesale) Ltd, a company registered in England and Wales under number 14801658, whose registered office is at 40 Kingfisher Way, Dinnington, Sheffield S25 3AF, email trade@hdmsolar.co.uk, telephone 0800 0016 802 (the "Supplier", "we", "us").
   2. These Terms and Conditions govern all contracts for the sale of Goods by the Supplier to you (the "Buyer") and shall apply to the exclusion of all other terms and conditions, including any terms contained in the Buyer's purchase order, order confirmation or other document.
   3. These Terms apply to business customers only. By placing an order, the Buyer confirms that it is acting in the course of a business, trade or profession and not as a consumer for the purposes of the Consumer Rights Act 2015.
   4. As the Supplier may accept an order and form a legally binding contract without further reference to the Buyer, it is the Buyer's responsibility to read and understand these Terms and Conditions before placing an order.
   5. If the Buyer does not agree to these Terms and Conditions, it must not place an order for Goods.
   6. The individual placing an order on behalf of the Buyer warrants that they have full authority to bind the Buyer to these Terms and Conditions.
   7. The Buyer confirms that it is legally capable of entering into a binding contract and that the individual placing the order is atleast 18 years of age.
   8. If clarification is required in relation to these Terms and Conditions prior to placing an order, the Buyer should contact the Supplier on 0800 0016 802.
2. Definitions
   1. "Buyer" means the business, trade or professional entity purchasing the Goods from the Supplier.
   2. "Contract" means the contract for the sale of Goods formed in accordance with these Terms and Conditions, together with the relevant Order Confirmation.
   3. "Delivery Location" means the Buyer's premises or such other location agreed in writing for delivery of the Goods as set out in the Order.
   4. "Goods/products" means the goods, equipment, products or materials supplied by the Supplier to the Buyer, of the type, quantity and description set out in the Order Confirmation.
   5. "Order" means the Buyer's order for the Goods submitted to the Supplier by any means and accepted by the Supplier in accordance with these Terms and Conditions.
   6. "Privacy Policy" means the Supplier's privacy policy as published on its website or otherwise made available to the Buyer.
   7. "Data Protection Laws" means all applicable laws and regulations relating to the processing of Personal Data, privacy and electronic marketing, including (where applicable) the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 (PECR), and any replacement or successor legislation, together with any binding guidance or codes of practice issued by the UK Information Commissioner's Office (ICO).
   8. "Supplier" means HDM Solar (Wholesale) Ltd, whose details are set out in clause 1.
   9. "Website" means the Supplier's website at www.outlet.hdmsolar.co.uk.
3. Interpretation
   1. A reference to a statute or statutory provision includes any amendment or re-enactment of it.
   2. Words in the singular include the plural and vice versa.
   3. References to "including" shall be construed as "including without limitation".
   4. Headings are for convenience only and shall not affect interpretation.
4. Goods
   1. The description of the Goods is set out in our Order Confirmation, Website, catalogues, brochures or other sales materials.
   2. Any descriptions, specifications, drawings, images or illustrations are provided for identification purposes only and shall not form part of the contract. Minor variations in size, weight, colour, packaging or specification shall not constitute a defect.
   3. Where the Goods are supplied to the Buyer's specification or are customised, configured or assembled to meet the Buyer's requirements (including, without limitation, complete solar systems), the Buyer shall ensure that all information, specifications, designs and measurements supplied are accurate and fit for purpose. The Supplier shall have no liability for any defect or non-performance arising from incorrect or incomplete information provided by the Buyer.
   4. All Goods are subject to availability. Quoted delivery dates, lead times or availability information are estimates only and time shall not be of the essence unless expressly agreed in writing by the Supplier.
   5. The Supplier reserves the right to make changes to the Goods which are required to comply with any applicable law, regulation or safety requirement, or which do not materially affect the nature, quality or performance of the Goods. Where reasonably practicable, the Supplier shall notify the Buyer of such changes.
   6. Where the Buyer registers an account to place orders via the Website, the Buyer shall ensure that all login credentials are kept confidential and secure. The Buyer remains fully responsible for all orders placed and actions taken using its account credentials, whether authorised or not.
   7. The Supplier shall process and use any personal data provided by the Buyer in accordance with applicable Data Protection Laws and the Supplier's Privacy Policy, which is available at www.hdmsolar.co.uk or upon request by emailing trade@hdmsolar.co.uk
   8. The Buyer agrees that the Supplier may communicate with it by email, electronic messaging or pre-paid post for contractual, administrative or operational purposes.
   9. Some products supplied to you by the Supplier include a manufacturer's warranty that extends beyond the statutory rights provided under consumer law in England and Wales. Where a manufacturer offers a longer or more comprehensive warranty to the Buyer, any claims relating to faults, defects, or performance issues arising after the statutory period must be made directly to the manufacturer and not the Supplier. We will provide reasonable assistance in directing you to the appropriate manufacturer contact details, but we are not responsible for administering or fulfilling manufacturer warranties.
5. Basis of Sale
   1. This is a business to business sale. You accept that you are buying from a wholesaler (herein referred to as the Supplier). Any descriptions of the Goods on the Website, in catalogues, brochures or other sales materials do not constitute a contractual offer. An order placed by the Buyer constitutes an offer to purchase the Goods in accordance with these Terms and Conditions, which the Supplier may accept or reject at its absolute discretion.
   2. The Buyer is responsible for ensuring that the terms of any order, including quantities, specifications and delivery details, are complete and accurate. The Supplier shall have no liability for errors or omissions in an order submitted by the Buyer, whether placed via the Website, email, telephone or otherwise.
   3. A binding contract for the sale of Goods shall only be formed when the Supplier issues a written order confirmation to the Buyer (including by email) ("Order Confirmation"). The Buyer shall examine the Order Confirmation immediately upon receipt and notify the Supplier within 24hrs of any errors or discrepancies in the Order Confirmation. In the absence of such notification, the Order Confirmation shall be deemed accepted by the Buyer.
   4. Any quotation provided by the Supplier is valid for a period of seven (7) days from its date, unless otherwise stated or withdrawn earlier by the Supplier. A quotation does not constitute an offer and does not reserve or allocate stock. Stock shall only be allocated upon receipt of cleared funds or as otherwise agreed in writing.
   5. No variation to the Contract, including any change to the description of the Goods, price, delivery or other terms, shall be effective unless expressly agreed in writing by an authorised representative of both the Supplier and the Buyer.
   6. The Supplier seeks to exclude all liability, including for defects and future claims, under the laws of England and Wales for all Goods/products, as the Supplier is a wholesaler and is merely passing on good and products to be installed by professional installers and all parties rely upon the manufacturers warranties.
   7. These Terms and Conditions apply to business-to-business contracts only and are not intended to confer any rights on consumers.
6. Price and Payment
   1. The price of the Goods shall be the price set out in the Supplier's quotation or Order Confirmation, or where no such price is stated, the price listed on the Supplier's Website at the date the order is accepted, unless otherwise agreed in writing. All prices are exclusive of delivery, packaging, insurance and any other applicable charges unless expressly stated otherwise.
   2. All prices are exclusive of VAT, which shall be charged at the rate applicable at the date of supply.
   3. Unless a credit account has been expressly agreed in writing, payment shall be made in full and in cleared funds at the time of order by credit card, debit card, bank transfer or such other payment method as the Supplier may make available. The Supplier reserves the right to take payment immediately upon order acceptance or at any time prior to dispatch.
   4. Any credit account facility is granted at the Supplier's absolute discretion and is subject to compliance with agreed credit limits and payment terms. The Supplier may withhold or suspend dispatch of Goods where the Buyer exceeds its credit limit or fails to comply with the applicable payment terms.
   5. The Supplier reserves the right to withdraw, reduce or vary credit terms at any time without notice.
   6. The Supplier may assign, novate or transfer any debt or right to payment under the Contract to a third party at its discretion.
   7. Where any sum is overdue, the Supplier reserves the right to report the account status to its trade credit insurer, debt recovery agents and/or credit reference agencies. Such information may be recorded and may affect the Buyer's ability to obtain credit.
   8. Without prejudice to any other rights, the Supplier reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, together with reasonable debt recovery and administrative costs, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Title to the Goods shall pass only in accordance with clause g.
7. Credit Card Charges
   1. Where the Buyer elects to pay for Goods by credit card, the Supplier reserves the right to apply a payment handling surcharge of up to 2% of the total transaction value (inclusive of VAT).
   2. The Buyer acknowledges that such surcharge reflects the costs incurred by the Supplier in processing credit card payments and is permitted in business-to-business transactions.
   3. The applicable credit card surcharge shall be clearly identified at the point of payment or on the Supplier's invoice or order confirmation.
   4. No surcharge shall apply to payments made by debit card, bank transfer or any other payment method expressly stated by the Supplier as surcharge-free.
   5. The Supplier reserves the right to vary the credit card surcharge rate from time to time, subject to prior notice to the Buyer.
8. Risk and Retention of Title
   1. Risk in the Goods shall pass to the Buyer upon delivery of the Goods at the Delivery Location or upon collection by the Buyer or its carrier, whichever occurs first, in accordance with the Contract.
   2. Legal and beneficial title to the Goods shall not pass to the Buyer until the Supplier has received payment in full and in cleared funds for:
      1. the Goods; and
      2. all other sums which are or become due from the Buyer to the Supplier under this or any other contract (the "Secured Sums").
   3. Until title to the Goods has passed to the Buyer, the Buyer shall:
      1. hold the Goods on a fiduciary basis as the Supplier's bailee;
      2. store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Supplier's property;
      3. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
      4. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
      5. hold the proceeds of any insurance claim relating to the Goods on trust for the Supplier and not mix them with any other funds.
   4. The Buyer may, in the ordinary course of its business, sell or use the Goods before title has passed, provided that:
      1. such sale is at arm's length; and
      2. the Buyer holds the proceeds of sale (or, where the Goods are incorporated into other products, a corresponding proportion of the proceeds) on trust for the Supplier and in a separate bank account, until the Secured Sums have been paid in full.
   5. The Buyer's right to possession of the Goods shall terminate immediately if:
      1. the Buyer fails to make any payment due under the Contract;
      2. the Buyer exceeds any agreed credit limit;
      3. the Buyer becomes insolvent, enters administration or liquidation, has a receiver appointed, ceases or threatens to cease trading, or any step is taken in connection with any of these events.
   6. Upon termination of the Buyer's right to possession, the Buyer shall immediately deliver up the Goods to the Supplier. If the Buyer fails to do so, the Supplier may enter any premises of the Buyer or any third party where the Goods are stored, with or without vehicles, to recover them, and the Buyer grants the Supplier an irrevocable licence to do so.
   7. Until title has passed, the Buyer shall not:
      1. pledge, charge, mortgage or otherwise encumber the Goods; or
      2. allow any lien or security interest to attach to the Goods.
   8. If the Goods are mixed with or incorporated into other goods before payment, title to the Goods shall remain with the Supplier and the Supplier shall become an owner in common of the resulting product in proportion to the value of the Goods supplied.
   9. The Supplier's rights under this clause are without prejudice to any other rights or remedies available under the Contract or at law.
9. Quotes, Proformas and Buyer Verification
   1. It is the Buyer's responsibility to check the accuracy of all quotations, proforma invoices and order details (including quantities, specifications, pricing and delivery details) before confirming an order.
   2. Payment of a proforma invoice, collection of Goods, or acceptance of delivery shall constitute the Buyer's confirmation and acceptance of the associated quotation or proforma invoice and shall form a binding Contract on those terms.
   3. The Supplier shall have no liability for any error or omission in a quotation or proforma invoice which was reasonably apparent and not notified to the Supplier by the Buyer prior to confirmation.
   4. Any amendments to a quotation or proforma invoice must be agreed in writing by the Supplier before an order is confirmed.
10. Delivery
    1. Delivery of the Goods shall take place at the location agreed in writing between the parties (the "Delivery Location"). Any delivery dates or timescales provided are estimates only and time shall not be of the essence unless expressly agreed in writing by the Supplier. Unless otherwise agreed in writing between the Supplier and the Buyer, delivery shall be made to the kerbside at the Delivery Location only. Where, at the Buyer's request or with the Buyer's consent, the Supplier, its employees or carriers assist in moving the Goods beyond the kerbside, into or within any building, property or premises, such assistance shall be provided entirely at the Buyer's risk. The Supplier shall have no liability for any loss of or damage to the Buyer's property, fixtures, fittings, flooring, driveways, walls, doorways, landscaping or any other items arising from or in connection with moving the Goods beyond the kerbside. 
       
    2. The Supplier shall not be liable for any delay in delivery caused by events beyond its reasonable control, including but not limited to supply chain disruption, carrier delays, shortages of stock, or force majeure events. If the Supplier fails to deliver the
    3. Goods within a reasonable time, the Buyer's sole remedy shall be to give the Supplier written notice specifying a reasonable additional period for delivery. If the Supplier fails to deliver within that extended period, the Buyer may terminate the affected Contract, but shall have no further remedy, including any right to claim compensation or damages for late delivery.
    4. Where the Contract (or any part of it) is terminated or cancelled, the Supplier may apply any sums paid by the Buyer in respect of the affected Goods:
       1. first, in set-off against any outstanding sums owed by the Buyer to the Supplier under this or any other contract; and
       2. thereafter, as a credit on the Buyer's account for future orders,
       3. unless the Supplier agrees in writing to issue a refund of any remaining balance.
    5. The Supplier reserves the right to deliver the Goods in instalments. Each instalment shall constitute a separate contract. Delay or failure to deliver any instalment shall not entitle the Buyer to cancel any other instalment.
    6. If the Buyer or its nominee fails to accept delivery of the Goods at the Delivery Location for any reason not attributable to the Supplier, the Supplier may:
       1. charge the Buyer for reasonable storage, handling and redelivery costs; and/or
       2. treat the Goods as delivered for the purposes of risk and payment.
    7. Where Goods are supplied as part of a commercial unit (being a unit where division would materially impair the value of the Goods or the character of the unit), the Buyer may not cancel, reject or return part only of that unit. Any cancellation, rejection or return must relate to the commercial unit as a whole, unless the Supplier agrees otherwise in writing.
    8. The Buyer shall inspect the Goods immediately upon delivery and shall notify the Supplier in writing of any shortage, damage or non-conformity within 48 hours of delivery. Failure to notify the Supplier within this period shall constitute acceptance of the Goods.
    9. The Supplier does not generally deliver outside England and Wales, Scotland, Northern Ireland, the Isle of Man and the Channel Islands. Where delivery outside these territories is agreed, the Buyer shall be responsible for all import duties, taxes, customs charges and compliance with local regulations.
    10. Returns of non-faulty Goods shall only be accepted with the Supplier's prior written authorisation and must be requested within 14 days of delivery. Returned Goods must be unused, in original packaging, and in a resaleable condition. Approved returns shall be subject to a restocking fee of up to 30%, and the Buyer shall bear the cost of return unless otherwise agreed in writing.
11. Right to cancel, Withdrawal and Returns
    1. The Buyer may withdraw an order at any time before it is accepted by the Supplier, without liability.
    2. The Supplier is not obliged to accept cancellations for Goods which are special-order, non-stock, configured, assembled customised, allocated or procured specifically for the Buyer, unless agreed in writing.
    3. This Contract is entered into on a business-to-business basis. The Buyer acknowledges that it has no statutory right to cancel the contract once an order has been accepted by the supplier.
    4. Orders may not be cancelled by the Buyer without the Supplier's prior written consent, which may be withheld at the Supplier's absolute discretion.
    5. Where the Supplier agrees to a cancellation, such cancellation shall be subject to:
       1. the Goods not having been dispatched, configured, customised or allocated to the Order; and
       2. the Buyer indemnifying the Supplier in full for all costs, losses and expenses incurred as a result of the cancellation, including (without limitation) restocking charges, handling costs, administrative costs and any supplier charges.
    6. Where Goods have been supplied or dispatched, cancellation shall only be permitted in accordance with the Supplier's returns policy and subject to any applicable restocking fees
    7. The Supplier seeks to exclude all liability, including for defects and future claims, under the laws of England and Wales for all Goods/products, as the Supplier is a wholesaler and is merely passing on good and products to be installed by professional installers and all parties rely upon the manufacturers warranties. Cancellation of any part of an Order shall not entitle the Buyer to cancel the remainder of the Order unless expressly agreed in writing by the Supplier.
    8. Any sums paid by the Buyer in respect of a cancelled Order may be credited against any outstanding balance owed to the Supplier. Any remaining credit shall be dealt with in accordance with the Supplier's payment and refund procedures.
    9. Subject always to clause 19, some products the Supplier supplies may include a further manufacturer's warranty that extends beyond the statutory rights provided under consumer law in England and Wales (sometimes up to 12 months and often limited to supply of a replacement product) . Where a manufacturer offers a longer or more comprehensive warranty, any claims relating to faults, defects, or performance issues arising after the statutory period must be made directly to the manufacturer and not the Supplier. The Supplier will provide reasonable assistance in directing you to the appropriate manufacturer contact details, but the Supplier is not responsible for administering or fulfilling manufacturer warranties under any circumstances.
    10. Furthermore, all Buyers of any solar products from the Supplier must first follow the manufacturer's reporting and troubleshooting process, as most issues can be resolved directly through their support system. If the product is confirmed to be faulty, the manufacturer will either provide a replacement directly to you or issue authorisation and instructions for us to supply a replacement on their behalf. The Supplier shall not be liable to the Buyer after 30 days and all warranty claims must be made to the manufacturing party and not the Supplier. Buyer accepts the terms of this clause 10 will be the case where the manufacturer becomes insolvent and there shall be no recourse to the Supplier other than to replace if a product is available; no cash refund will be available.
12. Deduction for Goods Supplied
    1. Where Goods are returned with the Supplier's prior written authorisation, the Supplier reserves the right to make a deduction from any credit or refund to reflect any reduction in value of the Goods resulting from:
       1. handling, use, installation or testing of the Goods beyond what is reasonably necessary to verify conformity;
       2. damage, soiling, missing components or packaging; or
       3. the Goods no longer being in a resaleable condition.
    2. The Supplier may, at its discretion, set off any sums due, owing or expected to become due from the Buyer to the Supplier under this or any other contract against any refund, credit or other sum payable by the Supplier to the Buyer.
    3. Following any set-off, only the net balance (if any) shall be refunded to the Buyer or credited to the Buyer's account. The Buyer agrees that this right of set-off is reasonable and constitutes a material term of the Contract.
13. Delivery Costs for Cancelled or Returned Orders
    1. Where an Order is cancelled or Goods are returned for any reason other than the Supplier's breach, the Buyer shall be responsible for all delivery, collection, handling, restocking and administrative costs incurred by the Supplier in connection with the Order.
    2. The Supplier may deduct such costs from any refund or credit due to the Buyer, or set them off against any sums owed by the Buyer to the Supplier under this or any other contract.
    3. Any remaining balance, if applicable, shall be credited to the Buyer's account or refunded in accordance with the Supplier's payment procedures.
14. Timing of Reimbursement
    1. Where the Supplier agrees to issue a refund or credit in respect of returned or cancelled Goods, such refund or credit shall be processed within a reasonable time after:
       1. receipt and inspection of the returned Goods; or
       2. confirmation that the Goods are not required to be returned, provided that the Goods are returned in accordance with these Terms and Conditions and are in a condition acceptable to the Supplier.
    2. No refund or credit shall be issued until the Supplier has verified that the Goods are unused, undamaged and resaleable, and has calculated any applicable deductions, including (without limitation) delivery, collection, handling, restocking, administrative charges and any loss in value.
    3. The Supplier may, at its discretion, apply any refund as a credit to the Buyer's account or refund it by the original method of payment or such other method as the Supplier reasonably determines.
    4. The Supplier may set off any refund or credit against any sums owed by the Buyer to the Supplier under this or any other contract, and only the net balance (if any) shall be refunded or credited.
15. Returning Goods
    1. Goods may only be returned with the Supplier's prior written authorisation and in accordance with the Supplier's returns procedures.
    2. Any authorised returns must be requested within seven (7) days of delivery and returned within the timeframe specified by the Supplier. The Buyer shall be responsible for ensuring that returned Goods are adequately packaged, insured and transported at the Buyer's risk and cost.
    3. Returned Goods must be unused, uninstalled, complete, in their original packaging and in a resaleable condition. The Supplier reserves the right to reject any returned Goods that do not meet these requirements.
    4. The Supplier shall not be responsible for any loss or damage to Goods in transit when being returned by the Buyer.
    5. Approved returns shall be subject to applicable restocking, handling and administrative charges, and delivery or collection costs shall not be refunded unless otherwise agreed in writing. The Supplier seeks to exclude all liability, including for defects and future claims, under the laws of England and Wales for all Goods/products, as the Supplier is a wholesaler and is merely passing on good and products to be installed by professional installers and all parties rely upon the manufacturers warranties.
    6. Custom-made, configured, special-order or discontinued Goods are non-returnable, unless the Supplier agrees otherwise in writing.
16. Conformity
    1. The Supplier warrants that, at the time of delivery, the Goods shall:
       1. correspond in all material respects with their description in the Order Confirmation; and
       2. be of satisfactory quality within the meaning of section 14 of the Sale of Goods Act 1979, taking into account that the Goods are supplied for business use.
    2. Where the Buyer expressly makes known to the Supplier a particular purpose for which the Goods are required and relies on the Supplier's skill and judgment, the Goods shall be reasonably fit for that purpose. The Supplier gives no warranty as to fitness for purpose where the Buyer relies on its own specifications, system design, selection or expertise.
    3. The Supplier shall have no liability for any failure of the Goods to conform arising from:
       1. any materials, designs, specifications, instructions or information supplied by the Buyer or a third party on the Buyer's behalf;
       2. incorrect installation, commissioning, use, storage or maintenance of the Goods;
       3. fair wear and tear, misuse, alteration or repair without the Supplier's prior written consent.
    4. The Buyer shall inspect the Goods immediately upon delivery and shall notify the Supplier in writing of any alleged non-conformity within the time limits set out in clause 9.7. Failure to do so shall constitute acceptance of the Goods.
    5. Except as expressly set out in this clause 15, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law, including (without limitation) any implied warranties as to fitness for purpose.
17. Assignment, Sub-Contracting and Successors
    1. The Supplier may at any time assign, transfer, charge, subcontract or otherwise deal with all or any of its rights and obligations under the Contract, including the right to receive payment, without the Buyer's consent.
    2. The Buyer may not assign, transfer, subcontract or otherwise deal with any of its rights or obligations under the Contract without the Supplier's prior written consent, which shall not be unreasonably withheld or delayed.
    3. The Supplier may subcontract the performance of any of its obligations under the Contract. The Supplier shall remain responsible for the performance of its obligations under the Contract but shall not be liable for any act or omission of a subcontractor that would not have constituted a breach of the Contract if committed by the Supplier itself.
    4. This Contract shall be binding on and enure to the benefit of the parties and their respective permitted assignees and successors.
18. Force Majeure
    1. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay results from events, circumstances or causes beyond its reasonable control ("Force Majeure Event").
    2. A Force Majeure Event includes, without limitation: acts of God, flood, fire, explosion, epidemic or pandemic, war, terrorism, civil unrest, governmental action, cyber-attacks, import or export restrictions, interruption or failure of utilities or transport networks, strikes or other industrial disputes (whether involving the affected party's workforce or otherwise), shortages of raw materials or components, or failure of suppliers or carriers.
    3. The affected party shall notify the other party as soon as reasonably practicable of the Force Majeure Event and shall use reasonable endeavours to mitigate its effect.
    4. The affected party's obligations under the Contract shall be suspended for the duration of the Force Majeure Event, and time for performance shall be extended accordingly.
    5. If the Force Majeure Event continues for a period of more than 60 days, either party may terminate the affected Contract by written notice, without liability, except for any rights and obligations accrued prior to termination.
    6. This clause shall not excuse the Buyer's obligation to pay for Goods already supplied or any sums due under the Contract.
19. Privacy
    1. Each party shall comply with all applicable Data Protection Laws, including the UK General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018, in connection with the processing of Personal Data under or in connection with the Contract.
    2. These Terms and Conditions shall be read together with the Supplier's Privacy Policy and Cookies Policy, which form part of the contractual framework and are available at www.hdmsolar.co.uk or upon request by emailing trade@hdmsolar.co.uk
    3. The Supplier acts as a Data Controller (as defined in the UK GDPR) in respect of any Personal Data processed in connection with the supply of the Goods.
    4. Where the Buyer provides Personal Data to the Supplier, the Buyer warrants that it has all necessary rights, consents and lawful bases under the UK GDPR to disclose such Personal Data to the Supplier for the purposes of performing the Contract.
    5. The Supplier shall process Personal Data only for legitimate business purposes related to the performance of the Contract, in accordance with its Privacy Policy, and shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage, as required by the UK GDPR.
    6. Nothing in this Contract shall require the Supplier to process Personal Data in a manner inconsistent with applicable Data Protection Laws, including the UK GDPR.
    7. Any enquiries or complaints relating to data protection may be addressed to: trade@hdmsolar.co.uk
20. Limitation and Exclusion of Liability
    1. We are not liable for:
    • Faults or defects that arise outside the statutory rights period (in most cases this will be 30 days as a trade wholesaler and you agree this is reasonable, thereafter your sole remedy shall be with the manufacturer and not the Supplier).
    • Delays, decisions, or actions taken by the manufacturer in relation to their warranty.
    • Any costs, losses, or damages resulting from manufacturer related warranty claims, including but not limited to repair times, refusal of claims, or limitations within the manufacturer's warranty terms.
    • Any loss of warranty coverage due to the manufacturer ceasing to trade or no longer being in existence.
    1. Nothing in these Terms and Conditions shall limit or exclude the Supplier's liability for:
       1. death or personal injury caused by the Supplier's negligence;
       2. fraud or fraudulent misrepresentation; or
       3. any liability which cannot lawfully be limited or excluded under applicable law.
    2. Subject to clause 19.2, the Supplier shall not be liable for any:
       1. loss of profit, loss of revenue, loss of business, loss of contracts, loss of anticipated savings;
       2. loss of data, loss of goodwill or reputational damage; or
       3. indirect, consequential or special loss or damage,
       4. in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.
    3. Subject to clauses 19.1, 19.2 and 19.3, the Supplier's total aggregate liability arising out of or in connection with the Contract shall be limited to the price paid for the Goods giving rise to the claim.
    4. The Supplier seeks to exclude all liability, including for defects and future claims, under the laws of England and Wales for all Goods/products, as the Supplier is a wholesaler and is merely passing on good and products to be installed by professional installers and all parties rely upon the manufacturers warranties. The Supplier shall not be liable for any loss or damage arising from:
       1. the Buyer's failure to follow instructions relating to the Goods;
       2. incorrect installation, commissioning, use, maintenance or storage of the Goods;
       3. reliance by the Buyer on any advice, recommendation or information not expressly confirmed in writing by the Supplier;
       4. Goods being used as part of a system or installation not designed or approved by the Supplier.
    5. The Supplier shall not be liable for installation costs, removal costs, labour costs or loss of generation
    6. The Supplier shall not be liable for losses arising from system downtime, monitoring failures or inverter connectivity issues.
    7. The Buyer acknowledges that the limitations and exclusions of liability set out in this clause 19 are reasonable, reflect the allocation of risk between the parties, and have been considered in the pricing of the Goods.
    8. With respect to product faults, not caused by installation, the Supplier will address product faults in accordance with your legal rights. If a product develops an evidenced fault within 30 days of purchase, you will normally be entitled to a full refund under consumer law. However, after the statutory refund period has expired, responsibility for repair, replacement, or service falls under the terms of the manufacturer's warranty. After 30 days we will provide all reasonable support with the manufacturer to procure a replacement direct to you.
21. Intellectual Property Rights (IPR)
    1. All intellectual property rights in the Goods, documentation and materials supplied by the Supplier (including drawings, designs, data sheets, software, manuals and website content) shall remain the exclusive property of the Supplier or its licensors.
    2. The Buyer is granted a non'exclusive, non'transferable licence to use such materials solely for the purpose of installing, operating or reselling the Goods.
    3. The Buyer shall not copy, modify, reverse'engineer or distribute any such materials without the Supplier's prior written consent.
    4. Any bespoke system design, configuration, or technical recommendation provided by the Supplier remains the Supplier's intellectual property and may not be shared with third parties without permission.
22. Manufacturer Warranties and Supplier Warranty Limitations
    1. The Goods may be supplied with manufacturer warranties. The Supplier shall pass these on to the Buyer to the extent permitted by the manufacturer. The Supplier is a wholesaler and not able to offer any warranty other than those from the manufacturer.
    2. See clause 10 above, except as expressly stated, the Supplier gives no additional warranties regarding the Goods.
    3. The Supplier shall not be liable for any failure of the Goods arising from:
       1. incorrect installation or commissioning;
       2. use contrary to manufacturer instructions;
       3. any claim made by the Buyer to the Supplier after 30 days regarding a manufacturing warranty;
       4. modification, repair or alteration without approval; and
       5. environmental or site conditions outside specification.
    4. The Buyer is responsible for ensuring the Goods are suitable for their intended purpose unless the Supplier has expressly confirmed suitability in writing.
    5. If a manufacturer ceases trading, becomes insolvent, or otherwise no longer exists, any extended warranty or guarantee provided by that manufacturer becomes void. In such circumstances, the Supplier does not assume responsibility for the manufacturer's warranty obligations, nor are we liable for any repair, replacement, or service that would have been covered under the manufacturer's warranty. The Supplier will take all reasonable action to find a replacement and/or get the manufacturer to support the Buyer but you accept that the Supplier has no liability under this clause.
    6. To benefit from any extended manufacturer warranty, the Buyer or your customer may be required to register the product, retain proof of purchase, or follow the manufacturer's warranty process. Failure to comply with these requirements may affect the Buyers or your customers entitlement to manufacturer warranty services. This is beyond the control of the Supplier.
23. Cyber-Security and Digital Safety
    1. Where the Goods include software, firmware or cloud-connected functionality, the Buyer shall ensure that appropriate cyber-security measures are implemented, including secure passwords, network protection and regular updates.
    2. The Supplier does not warrant that any software or digital service will be error-free, uninterrupted or immune from cyber-attacks.
    3. The Supplier shall not be liable for any loss arising from cyber-security breaches, hacking, malware or third-party attacks unless caused by the Supplier's negligence.
    4. The Buyer is responsible for ensuring that any data transmitted through monitoring platforms complies with data protection and security requirements.
24. Technical Advice and System Design Disclaimer
    1. Any technical advice, system design, configuration or product recommendation provided by the Supplier is given in good faith based on information supplied by the Buyer.
    2. The Supplier shall not be liable for any loss arising from incomplete, inaccurate or misleading information provided by the Buyer.
    3. The Buyer remains solely responsible for ensuring that the Goods are compatible with their intended system and comply with all applicable regulations, standards and installation requirements.
    4. The Supplier does not provide installation, commissioning or engineering services unless expressly agreed in writing.
25. Compliance with Laws and Industry Standards
    1. The Buyer is responsible for ensuring that the installation and use of the Goods comply with all applicable laws, regulations,
    2. standards and industry codes, including electrical safety, building regulations, DNO requirements and renewable energy standards.
    3. The Supplier shall not be liable for any loss arising from the Buyer's failure to obtain permits, approvals or certifications.
26. Product Recalls and Safety Notices
    1. The Buyer agrees to cooperate with the Supplier in the event of any product recall, safety notice or corrective action issued by the Supplier or manufacturer.
    2. The Supplier's liability in relation to any recall shall be limited to the extent provided by the manufacturer or applicable law.
27. Entire Agreement, Waiver, Severance, Third Party Rights and Governing Law
    1. This Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, understandings, representations and communications, whether written or oral. Nothing in this Contract shall limit or exclude any liability for fraud or fraudulent misrepresentation.
    2. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not expressly set out in the Contract.
    3. A waiver of any right or remedy under this Contract shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
    4. Severance - If any provision or part-provision of this Contract is found to be invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted, and the remaining provisions shall continue in full force and effect.
    5. Third Party Rights - A person who is not a party to this Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
    6. Governing Law - This Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    7. Jurisdiction - The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or the Goods/products.
    8. Complaints - The Supplier aims to resolve any issues promptly and professionally. Any complaints should be submitted in writing to the Supplier. The Supplier shall use reasonable endeavours to respond within 10 working days. Nothing in this clause creates any obligation to participate in alternative dispute resolution or limits party's right to commence legal proceedings.

Valid from 1st Jan 2026