TERMS AND CONDITIONS FOR SALE OF GOODS

These Terms and Conditions are the standard terms for the sale of goods by Airex Technologies Ltd, trading as AirEx, a private limited company registered in England under number 10017714, whose registered address is Sustainable Workspaces Riverside Building, County Hall 3rd, Westminster Bridge Road, London, England, SE1 7PB.

Our VAT number is 302419934.

  1. Definitions and Interpretation

  1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Contract”

means this Contract for the sale and purchase of Goods, comprising of the Quotation, these Terms and Conditions and the Schedule, to the exclusion of all other terms and conditions (including any pre-sales information or proposals that We may have provided to You in connection with the Goods);

“Goods”

means the goods which are to be supplied by Us to You as specified in Your Order (and confirmed in Our Order Confirmation);

“Goods Specification”

means the descriptions and specifications for the Goods set out in the Schedule;

“Price”

means the price payable for the Goods as set out in the Quotation;

“Order”

means Your order for the Goods which may take the form of a purchase order issued based on the Quotation;

“Order Confirmation”

means Our acceptance and confirmation of Your Order as described in Clause 2;

“Schedule”

means a schedule to this Contract;

“Quotation”

means Our quotation for the Goods which forms part of this Contract;

“You/Your”

means the customer described in the Quotation; 

“We/Us/Our”

means AirEx Technologies Ltd whose details are provided above.

  1. Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications sent by e-mail.

  1. This Contract

  1. These Terms and Conditions apply to the order by You and supply of Goods by Us to You and, and along with the Quotation and Schedule, form the basis of the Contract between Us and You. They supersede any previously issued terms and conditions of purchase or supply and exclude all other terms and conditions, including any that You seek to impose or incorporate or which are implied by law, trade custom, practice or course of dealing.

  2. No terms or conditions endorsed on, delivered with, or contained in Your purchase conditions, Order, confirmation of order, specification or other document shall form part of this Contract except to the extent that We otherwise expressly agree in writing. 

  3. Nothing provided by Us including, but not limited to, the Quotation, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance by You. 

  4. All Orders for Goods made by You will be subject to these Terms and Conditions. Before making Your Order, please read these Terms and Conditions carefully.  If You are unsure about any part of these Terms and Conditions, please ask Us for clarification.

  5. A legally binding contract between Us and You based on these Terms and Conditions will be created upon our acceptance of Your Order, indicated by Our Order Confirmation.  Order Confirmations will take the form of an invoice matching Your Order. The Contract will relate only to those Goods confirmed in the Order Confirmation.

  6. We may cancel Your Order at any time before We despatch the Goods in the following circumstances:

    1. the Goods are no longer in stock and We are unable to re-stock (if, for example, the Goods are discontinued); or

    2. an event outside of Our control continues for more than 30 (thirty) days (please see Clause 9 for events outside of Our control).

  7. If We cancel Your Order under Clause 2.6 and You have already paid for the Goods under Clause 5, the payment will be refunded to You as soon as reasonably practicable. 

  1. Descriptions

    1. The Goods Specification is set out in Schedule 1, as such specification may be amended by Us from time to time.

    2. Although We have made reasonable efforts to ensure that the Goods conform to illustrations, photographs and descriptions provided in Our sales and marketing literature or on Our website and descriptions provided by Our salespeople, We cannot guarantee that all descriptions, illustrations and/or photographs will be precisely accurate.

    3. Marketing and other promotional material relating to the Goods are provided for the sole purpose of giving an approximate idea of the Goods described in them and are illustrative only.  They do not form part of the Contract nor have any contractual force. 

    4. If you receive any Goods that do not conform to the Contract, please refer to Clause 7.

    5. We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements without notice.

  2. Price 

    1. The Price of the Goods will be that shown in the Quotation provided by Us.

    2. Our Prices may change at any time, but these changes will not affect any Orders that We have already accepted.

    3. All Prices exclude VAT (where applicable) at the applicable current chargeable in the UK for the time being.  If the rate of VAT changes between the date of Your Order and the date of delivery, We will adjust the rate of VAT that You must pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

    4. The Price of the Goods does not include delivery charges. Delivery costs will be added on to the final sum due.

  3. Payment

    1. Any Goods You buy from Us must be paid for in advance (including all applicable delivery charges), unless otherwise expressly agreed. 

    2. We accept payment by BACS transfer.

    3. Where credit is offered, payments are to be made within 30 days of an invoice being issued, in full without deduction or set-off. 

    4. Time of payment is of the essence. Where sums due under the Contract are not paid in full by the due date:

      1. We can suspend or cease to provide the Goods until payment has been made in full; and/or

      2. We may, without limiting Our other rights, charge interest on such overdue sums at 4% a year above the Bank of England’s base rate from time to time in force.  Such interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment. 

    5. In the event of non-payment, any debt will be passed to a debt collection agency for collection which may result in additional fees being payable.

  4. Delivery of Goods

    1. Estimated delivery dates may vary according to the availability of Goods, your location, and circumstances beyond Our control (for example, severe weather, accidents or unpredictable traffic delays). Time is not of the essence in relation to the delivery of the Goods, but We will use reasonable efforts to deliver your Goods within a reasonable period of time after the Contract is formed.

    2. Delivery will be deemed to have taken place when the Goods have been delivered to and unloaded at the delivery address indicated in Your Order.

    3. If your delivery is delayed, we will let you know as soon as reasonably possible. However, We are not liable to you for any losses You incur if delivery is delayed.

    4. If for any reason We are unable to deliver the Goods at your chosen delivery address, We will notify you that the Goods have been returned to Our premises, requesting that you contact Us to arrange re-delivery (which will be at Your cost).

    5. The responsibility (sometimes referred to as the “risk”) for the Goods remains with Us until delivery is complete as described in Clause 6.2 at which point it will pass to You. This means that You are responsible for the Goods and We are not liable to you if the Goods are stolen or damaged after they have been delivered to You.

    6. We will not be responsible for any delay in, or failure of, performance caused by:

      1. Your failure to make the delivery address available or otherwise provide adequate instructions for delivery;

      2. Your failure to prepare the location in accordance with Our reasonable instructions; or

      3. any circumstance beyond Our control.

    7. You own the Goods once we have received payment in full, including all applicable delivery charges. Until ownership of the Goods has passed to You, You must hold the Goods as “bailee” for Us, store the Goods separately from all other material in Your possession, insure and take all reasonable care of the Goods and keep them in the condition in which they were delivered.

    8. Please examine the goods as soon as reasonably possible after delivery and notify Us of any fault or damage as soon as reasonably possible and ensure that you comply with Clause 7.4. 

    9. You are responsible for ensuring that, once delivered, the Goods are properly installed and configured.  All installations must be carried out by approved or recommended (by Us) service providers and in compliance with any applicable user guide and installation instructions provided by Us. 

  5. Faulty, Damaged or Incorrect Goods 

    1. We warrant that any Goods you purchase will, for a period of two years from the date of delivery (as described in Clause 6.1) (“Goods Warranty Period”):

      1. conform in all material respects to the Goods Specification;

      2. be free from material defects in design, material and workmanship; and

      3. be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

    2. Subject to you complying with Your obligations under Clause 7.4, We will (in each case at Our option) repair or replace any defective Goods (or part thereof) or accept the return of the Goods and refund the Price paid for the Goods. Repair or replacement may be made with new or refurbished Goods or parts at Our sole discretion. If the Goods or a component incorporated within them are no longer available, We may replace the Goods with a similar product of similar function at Our sole discretion. 

    3. Any Goods that have been repaired or replaced under Clause 7.2 will be covered by the terms of the warranty in Clause 7.1 for the longer of sixty (60) days from the date of delivery of the repaired or replaced Goods or the remaining Goods Warranty Period.

    4. If there is a breach of Clause 7.1, You must:

  1. notify us by email at support@airex.tech within the Goods Warranty Period in the case of defects discoverable by a physical inspection, or in the case of latent defects, within one month from the date on which You became aware (or should reasonably have become aware) of the defect;

  2. provide us with sufficient information as to the nature and extent of the defects, including to enable us to investigate the defect;

  3. give us a reasonable opportunity to examine the defective Goods or otherwise investigate the defect; and

  4. return the defective Goods to Us in accordance with Our return shipping instructions. Please note that We will have no warranty obligations with respect to returned Goods if We determine, in our reasonable discretion, after examination of the returned Goods, that the Goods are an Ineligible Product (defined in Clause 7.5 below). We will reimburse standard shipping costs incurred by You in returning the Goods to Us, except with respect to any Ineligible Product, for which You will bear all shipping costs.

  1. The warranty in Clause 8.1 does not cover the following (collectively “Ineligible Products”): Goods marked as “sample” or sold “as is” or Goods that have been subject to:

  1. modifications, alterations, tampering, or improper maintenance or repairs; 

  2. installation by a non-accredited installer or contrary to applicable guidance and installation instructions provided by Us to You, including that of Our manufacturer;

  3. handling, storage, installation, testing, or use not in accordance with any applicable user guide, installation or other instructions provided by Us;

  4. abuse or misuse of the Goods;

  5. breakdowns, fluctuations, or interruptions in electric power, the internet or the telecommunications network; 

  6. Acts of God (including lightning, flood, tornado, earthquake or hurricane) or other circumstances outside of Our control.

  1. The warranty in Clause 7.1 does not cover: (a) consumable parts including batteries, unless damage is due to defects in materials or workmanship of the Goods, or (b) software (even if packaged or sold with the Goods). 

  2. Other than battery replacement, You must only use approved or recommended (by Us) service providers for installation, maintenance or repair and failure to do so will invalidate the warranty at Clause 7.1. Unauthorised use, installation, maintenance or repair of the Goods or software can impair the Goods’ performance and will automatically invalidate the warranty at Clause 7.1.

  3. We will not be liable or responsible for the failure of any Goods to comply with the warranties set out in Clause 7.1 if: 

    1. You make any further use of such Goods after giving notice of defects in accordance with Clause 7.4;

    2. the defect or issue arises because You or Your installer failed to follow Our oral or written instructions as to the installation, configuration, use and/or maintenance of the Goods;

    3. the defect arises as a result of Us following any drawing, design or specification supplied by You;

    4. You alter or repair such Goods without Our written consent;

    5. the defect or issue arises as a result of fair wear and tear, misuse, intentional or careless damage or negligence, or abnormal storage or working conditions; 

    6. the defect or issue is caused by the act or omission of anyone other than Us (such as one of Your employees or contractors, Your installer or service provider, or any third party); or

    7. the Goods differ from their description as a result of changes made by Us to ensure that they comply with applicable statutory or regulatory requirements.

    8. We have informed you of any faults, damage or other problems with the Goods or Services before you purchase them; or

    9. You have purchased the Goods for an unsuitable purpose.

  4. Our only liability to You if the Goods fail to comply with the warranties set out in Clause 7.1 is as set out in this Clause 7. 

  5. Except as set out in this Clause 7, We give no warranties and make no representations in relation to the Goods, and all warranties and conditions (including the conditions implied by sections 13–15 of the Sale of Goods Act 1979, and any implied terms relating to the ability to achieve a particular result), whether express or implied by statute, common law or otherwise, are excluded to the maximum extent permitted by law.

  6. You may not return any Goods to Us under this Clause 7 merely because You have changed your mind. 

  7. The Goods are intended for use only in the UK, and We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.  

  1. Our Liability

    1. We only supply the Goods for internal use by Your business, and You agree not to use the Goods for any resale purposes.

    2. Subject to the other provisions of this Clause 8, Our total liability arising out of or in connection with the Contract, Your Order or the Goods (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) will not exceed, in aggregate, the total Price paid by You for the Goods under that Order or Contract.

    3. We will not be liable to You arising out of or in connection with this Contract, the Goods (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) for:

      1. any loss or damage that is not foreseeable nor an obvious consequence of Our breach or negligence or is not contemplated by You and Us when the Contract is created; or

      2. any consequential, indirect or special losses; or

      3. any of the following (whether direct or indirect): loss of profit, sales, business or revenue; loss or corruption of data or information; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); or harm to reputation or loss of goodwill.

    4. Nothing in this Contract will limit or exclude Our liability for:

      1. death or personal injury caused by Our negligence;

      2. fraud or fraudulent misrepresentation; or

      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

      4. any other losses which cannot be excluded or limited by law.

    5. Unless You notify Us within the following notice period that You intend to make a claim in respect of an event, We shall have no liability for that event. The notice period for an event shall start on the day on which You became, or ought reasonably to have become, aware of the relevant claim arising and shall expire twelve (12) months from that date. The notice must be in writing and must identify in reasonable detail the event, the grounds for the claim and the amount claimed.

  2. Events Outside of Our Control (Force Majeure)

    1. We will not be liable for any failure or delay in performing Our obligations under these Terms and Conditions or the Contract where that failure or delay results from any cause that is beyond Our control. Such causes include, but are not limited to: power failure, internet service provider failure, telecommunications provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our control.

    2. If any event described under this Clause 9 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

  1. We will inform You as soon as is reasonably possible;

  2. Our obligations under these Terms and Conditions will be suspended and any time limits that We are bound by will be extended accordingly;

  3. We will inform You when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;

  4. If the event outside of Our control continues for more than 30 (thirty) days, We may cancel this Contract and inform You of the cancellation; and

  5. If an event outside of Our control occurs and continues for more than 30 (thirty) days, You may cancel this Contract by notifying Us in writing.

  1. Personal Information (Data Protection)

We will only use Your personal information as set out in Our Privacy Notice available from www.airex.tech/privacy.

  1. Intellectual Property Rights

    1. All intellectual property rights in or arising out of or in connection with the Goods (other than intellectual property rights in any materials provided by You) will be owned by Us.

    2. We hereby grant You a fully paid-up, worldwide, non-exclusive, royalty-free licence to use such intellectual property rights for the purpose of receiving and using the Goods in Your business. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 11.2.

  2. Other Important Terms

    1. You must not, under any circumstances, resell any of the Goods to any other person or entity without Our prior written authorisation (which may be withheld at our sole discretion).  

    2. We may suspend the supply or delivery of the Goods to You, or terminate the Contract or Your Order, with immediate effect by giving written notice to You if: (a) You commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within fourteen (14) days of You being notified in writing to do so; (b) You fail to pay any amount due under the Contract on the due date for payment; or (c) Your financial position deteriorates so far as to reasonably justify Our opinion that Your ability to give effect to the terms of the Contract is in jeopardy.

    3. You and We both agree that the Contract constitutes the entire agreement between You and Us in relation to its subject matter to the exclusion of all other terms and conditions. 

    4. You acknowledge that You have not entered into the Contract in reliance on any representation or warranty that is not expressly set out in the Contract and that You will have no claim for innocent or negligent misrepresentation on the basis of any statement in the Contract. 

    5. No variation or amendment to the Contract shall be effective unless in writing and signed by or on behalf of both You and Us and expressly identified as a variation to or alteration of the Contract.

    6. We may transfer (assign) or sub-contract Our obligations and rights under the Contract to a third party (this may happen, for example, if We sell Our business). Your rights under the Contract will not be affected.

    7. You may not transfer (assign) Your obligations and rights under the Contract without Our express written permission. 

    8. The Contract is between You and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.

    9. If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.

    10. No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

  3. Governing Law and Jurisdiction

    1. These Terms and Conditions, the Contract and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, the law of England & Wales.

    2. Any dispute, controversy, proceedings or claim between You and Us relating to these Terms and Conditions, the Contract or the relationship between You and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

SCHEDULE:  GOODS SPECIFICATION 

Ventilation area

Mean equivalent area when open

4,315 mm2

Mean equivalent area when closed

502 mm2

Airbrick sizes

Replace existing (standard) airbricks

3"x 9” (single)

Vent actuation

Speed of state change (from open to closed)

< 5 secs

Minimum vent open state duration

4 hours

Minimum vent closed state duration

1 hour

Sensing parameters

Void conditions measurement units

°C, % RH

Full humidity range of void sensor

0 -100 % RH

Void sensor humidity readings accuracy

± 5 % RH

Full temperature range of void sensor

-20 to +50°C

Void sensor temperature readings accuracy

± 0.5°C

Measurement increments

Every 30 mins

Battery power

Battery cells

3x Alkaline (Zn/MnO2) D cells

Nominal voltage of battery pack

4.5 V

Nominal battery capacity

19 Ah

Communication

Frequency of communication protocol

868 MHz

Brick Commissioning

Power on

Battery pull tab

Run self-diagnostics automatically on start-up

< 30 seconds per unit

Standards & Specifications

Conformity to free area requirement

BS 493:1995+A1:2010

Standards Tested to for UKCA Marking

EN 62368-1:2020, A11

EN 300 220-2 V3.1.1

EN 301 489-3 V2.1.1