Pinnacle Terms & Conditions of Sale

Pinnacle Ductwork Manufacturers Ltd (trading as Pinnacle HVAC Solutions)
Registered in England and Wales: 02706231
Registered office: 13 Market Road, Richmond, London, TW9 4LZ

1. Definitions and Interpretation
1.1 In these Terms:
"Company" means Pinnacle Ductwork Manufacturers Ltd, trading as Pinnacle HVAC Solutions.
"Customer" means the person, firm or company that places an Order with the Company.
"Order" means the Customer's purchase order or other request for Goods.
"Order Acknowledgement" means the Company's written acceptance of an Order.
"Contract" means the contract formed under clause 2.
"Goods" means the goods (including any instalment or part) to be supplied under the Contract.
"Bespoke Goods" means Goods manufactured, fabricated, cut, modified or procured to the Customer's specification, drawings or requirements, including special-order items not held in the Company's standard stock range.
"Stock Goods" means Goods held in the Company's standard stock range.
"Terms" means these terms and conditions as amended under clause 2.6.
"Working Day" means a day other than a Saturday, Sunday or public holiday in England.
1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted.
1.3 Clause headings are for convenience only and do not affect interpretation.
1.4 The Customer confirms it is acting in the course of a business and not as a consumer. Consumer protection legislation, including the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, does not apply to the Contract.

2. Basis of Contract
2.1 These Terms 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, including without limitation any terms printed on, referred to in, or attached to the Customer's purchase order, framework agreement, vendor portal, supply chain agreement, acknowledgement or other document.
2.2 An Order constitutes an offer by the Customer to purchase Goods in accordance with these Terms. No Order is accepted, and no Contract comes into existence, until the Company issues an Order Acknowledgement in writing. Commencement of work, allocation of stock, or acceptance of payment does not of itself constitute acceptance of an Order.
2.3 Any quotation given by the Company is an invitation to treat only and does not constitute an offer capable of acceptance.
2.4 The Customer is responsible for ensuring that the terms of its Order and any specification, drawing, schedule or take-off submitted to the Company are complete and accurate. 
2.5 The Company's employees and agents are not authorised to make any representation concerning the Goods unless confirmed in writing by a director of the Company. In entering the Contract, the Customer acknowledges that it does not rely on any such representation not so confirmed.
2.6 The Company may amend these Terms from time to time. The version of these Terms in force at the date of the Order Acknowledgement governs that Contract. Amendments do not affect Contracts already formed.
2.7 Samples, drawings, descriptive matter, illustrations, weights, dimensions and technical literature issued by the Company are produced for the sole purpose of giving an approximate idea of the Goods. They do not form part of the Contract and have no contractual force.

3. Quotations and Pricing
3.1 Written quotations are valid for 14 calendar days from the date of issue unless otherwise stated in writing and are subject to availability of materials and manufacturing capacity at the time of Order. 
3.2 Prices are exclusive of VAT, which is payable at the prevailing rate.
3.3 Prices exclude delivery, offloading, packaging, pallets and any special handling unless expressly stated in writing.
3.4 The Company may correct any error or omission in a quotation, price list, invoice, acknowledgement or other document without liability, provided the correction is notified before delivery.
3.5 Price adjustment. The Company may, by written notice increase the price of the Goods to reflect any increase in the cost of the Goods arising from:
(a) increases in the cost of raw materials (including steel, galvanised sheet and insulation), components, labour, energy, fuel or carriage;
(b) changes in exchange rates, import duties, tariffs or levies;
(c) changes in delivery dates, quantities or specification requested by the Customer; or
(d) any delay caused by the Customer's instructions or failure to give adequate or accurate information.
3.7 A minimum order value for fabrication orders of £50.00 (net of VAT) applies.

4. Payment and Credit
4.1 Payment may be made by bank transfer, and where available, credit card. Credit Card payments are accepted up to a maximum value of £500.00 inc VAT
4.2 Orders are supplied on a proforma basis unless the Customer holds an approved credit account with the Company.
4.3 Credit accounts are subject to satisfactory credit approval. The Company may:
(a) set, vary or withdraw a credit limit at any time;
(b) require security, a parent company guarantee or a personal guarantee as a condition of credit;
(c) decline to process, or hold, any Order that would exceed the Customer's credit limit; and
(d) amend, suspend or withdraw account terms at any time on written notice.
4.4 Time for payment is of the essence. Payment terms stated on the Order Acknowledgement or invoice are final and must be strictly adhered to.
4.5 If the Customer fails to make any payment when due, the Company may charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, namely:
(a) interest on the overdue sum at 8% per annum above the Bank of England base rate, accruing daily from the due date until actual payment, both before and after judgment;
(b) fixed sum compensation of £40, £70 or £100 according to the size of the debt; and
(c) the Company's reasonable costs of recovering the debt to the extent they exceed the fixed sum, including legal and debt recovery agency fees.
4.6 All sums payable are due in full without any set-off, counterclaim, deduction, retention, discount or withholding, except as required by law. The Customer may not withhold payment on the grounds that it has not itself been paid by any third party.
4.7 If any sum is overdue, or the Company reasonably believes the Customer's financial position has materially deteriorated, the Company may without liability suspend further deliveries, withdraw credit, require payment in advance, and treat all sums owed by the Customer as immediately due.
4.8 Payments received are applied to the oldest outstanding invoice first, notwithstanding any contrary allocation by the Customer.

5. Delivery, Offloading and Site Access
5.1 Delivery is normally arranged through third-party logistics providers. Delivery takes place when the Goods arrive at the delivery address specified in the Order Acknowledgement.
5.2 Lead times are advised and agreed at the point of Order and are estimates only, subject to availability. Time of delivery is not of the essence, and the Company is not liable for any delay in delivery however caused.
5.3 The Company may deliver in instalments. Each instalment is invoiced and paid for separately. A defect or delay in one instalment does not entitle the Customer to cancel or reject any other instalment.
5.4 Offloading is the Customer's responsibility. The Customer must, at its own cost, provide at the delivery point:
(a) safe and adequate vehicle access, including suitable hard standing and manoeuvring space for the vehicle type notified;
(b) sufficient competent labour and, where required, suitable mechanical lifting equipment;
(c) any site inductions, permits or PPE required, notified in advance to the Company.
5.5 The Company allows 60 minutes free offloading time per delivery. Waiting time beyond that is chargeable at £60.00 per hour or part hour.
5.6 If delivery cannot be completed because of the Customer's act or omission — including inadequate access, absence of labour or equipment, refusal to accept, or incorrect address details — the Company may charge the Customer for the aborted delivery, redelivery and any associated storage, and the Goods will be treated in accordance with clause 6.
5.7 The Customer is responsible for the safe handling, storage and protection of the Goods after delivery, including protection from moisture, contamination and mechanical damage.

6. Deferred Delivery and Storage
6.1 If the Customer is unable or unwilling to take delivery on the agreed date, or requests deferral, then on the date the Goods were due to be delivered (or, where the Company has given notice that Goods are ready, 7 days after that notice):
(a) the Goods are deemed delivered;
(b) risk passes to the Customer in accordance with clause 7;
(c) the Company may invoice the Goods in full and payment falls due on the normal terms; and
(d) the Company may store the Goods and charge storage at £20 per pallet per week or part week, together with insurance and any handling costs.
6.2 If Goods remain stored under clause 6.1 for more than 60 days, the Company may sell or otherwise dispose of them and apply the proceeds against sums owed by the Customer, accounting to the Customer for any excess or charging the Customer for any shortfall.

7. Risk and Title
7.1 Risk in the Goods passes to the Customer on completion of delivery at the delivery address, or on deemed delivery under clause 6.1, whichever is earlier. Risk passes before offloading commences.
7.2 Title in the Goods does not pass to the Customer until the Company has received in full and cleared funds all sums due from the Customer on any account, including in respect of other contracts.
7.3 Until title passes, the Customer must:
(a) hold the Goods as the Company's bailee on a fiduciary basis;
(b) store the Goods separately from other goods, in satisfactory condition, so that they remain readily identifiable as the Company's property;
(c) not remove, deface or obscure any identifying mark or packaging;
(d) keep the Goods insured against all usual risks for their full price, and hold the proceeds of any insurance claim on trust for the Company; and
(e) notify the Company immediately of any event listed in clause 16.2.
7.4 The Customer may resell or use the Goods in the ordinary course of its business before title passes, but any such resale is a sale of the Company's property made by the Customer as principal, and the Customer must hold the proceeds on trust for the Company in a separate identifiable account to the extent of sums owed.
7.5 The Customer's right to possession terminates immediately on any event listed in clause 16.2, or if the Customer fails to pay any sum when due. On termination, the Company (and its agents) may enter any premises where the Goods are stored to inspect and repossess them, and the Customer grants an irrevocable licence for that purpose.
7.6 The Company may bring an action for the price of the Goods notwithstanding that title has not passed.

8. Bespoke Goods and Design Responsibility
8.1 The Company manufactures Bespoke Goods strictly in accordance with the drawings, specifications and instructions provided by the Customer.
8.2 The Company acts solely as a fabricator. The Company does not participate in, and accepts no responsibility for, the design, engineering, system performance, sizing, selection or development of the product concept, the ductwork system, or the building services installation into which the Goods are incorporated.
8.3 Customer's verification obligation. It is the Customer's sole responsibility to ensure that all drawings, specifications, dimensions, schedules and materials it provides are accurate, complete, buildable, fit for the intended application and compliant with all applicable laws, regulations, Building Regulations and industry standards. The Company is entitled to rely on that information without independent verification.
8.4 No design check. The Company does not check, verify, validate or approve the Customer's design. Any issue, error, defect, non-compliance or failure in the Goods or the wider installation arising from or attributable to the Customer's design or information is not the responsibility of the Company.
8.5 Approval drawings. Where the Company issues drawings, cutting lists or schedules for approval, the Customer must check and approve them in writing before manufacture. Approval fixes the specification for manufacture. Manufacture in accordance with approved documents discharges the Company's obligations as to specification.
8.6 Indemnity. The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including reasonable legal costs) suffered or incurred by the Company arising out of or in connection with:
(a) the Customer's design, drawings, specifications or instructions;
(b) any claim that the Goods, as manufactured to the Customer's specification, infringe a third party's intellectual property rights;
(c) the Customer's breach of clause 5.4 or any act or omission of the Customer or its personnel on site.
8.7 Bespoke Goods are non-cancellable and non-returnable once manufacture has commenced, subject only to clause 13 (Warranty).

9. Standards, Tolerances and Product Selection
9.1 Unless otherwise agreed in writing, ductwork is manufactured in accordance with DW 144 Specification for Sheet Metal Ductwork 
9.2 Goods are manufactured within the tolerances permitted by the applicable standard. Minor variations in dimensions, gauge, finish, colour, coating appearance or sealant application that fall within those tolerances do not constitute a defect and are not grounds for rejection.
9.4 Product selection and suitability. The Customer is solely responsible for selecting Goods appropriate to the intended application, including in relation to fire performance, corrosion resistance, hygiene requirements, pressure class and any third-party certification requirement. The Company gives no warranty that the Goods are fit for any particular purpose unless that purpose has been notified in writing and expressly confirmed in writing by the Company.
9.5 The Customer is responsible for installation, including installation of any fire-rated products in accordance with the manufacturer's certified installation instructions and applicable standards. The Company accepts no liability arising from installation carried out by or on behalf of the Customer.
10. Cancellation, Amendment and Cancellation Charges
10.1 Once the Company has issued an Order Acknowledgement, the Customer has no right to cancel or reduce the Order except in accordance with clause 10
10.2 Any request to cancel, suspend, reduce or amend an Order must be made in writing and is effective only when accepted in writing by the Company. The Company may withhold acceptance at its discretion.
10.3 A reduction in quantity, a deferral exceeding [30] days, or a change of specification that renders committed materials or work unusable is treated as a cancellation to the extent of the affected Goods, and this clause applies pro rata.

10.4 Cancellation charges — Bespoke Goods. 
Where cancellation is accepted, the Customer shall pay a cancellation charge calculated by reference to the stage reached and details of the order  at the date the Company receives the written cancellation request: 

Stage reached and charge (% of net Order value for the cancelled Goods)
Order Acknowledged; no materials committed and no production slot scheduled - 0%
Production slot scheduled/materials purchased and/or CNC’d - 40% - standard stocked material or 100% of material costs for special materials
Manufacturing commenced (including any cutting, forming or assembly) - 100% no cancellation permitted
Goods completed or despatched    100% no cancellation permitted

10.5 Cancellation charges — Stock Goods.
Stage reached and Charge (% of net Order value for the cancelled Goods)
Before the Order is picked or allocated - Nil
After picking or allocation, before dispatch - 15% (minimum £25)
After despatch - 100% unless returned.  Please see returned goods policy

10.6 Special-order and bought-in items. Where the Company has placed a non-cancellable order with a supplier to fulfil the Customer's Order, the Customer shall pay 100% of the Company's committed supplier cost plus 15% handling, regardless of stage, in place of the charges above.
10.7 Basis of the charges. The parties acknowledge and agree that the charges in clauses 10.4 to 10.6:
(a) represent a genuine pre-estimate of the loss the Company will suffer on cancellation, including committed material cost, labour, machine time, lost production capacity, administration and lost margin;
(b) are proportionate to the Company's legitimate interest in performance of the Contract; and
(c) have been agreed as a fair commercial allocation of risk between two businesses of equal bargaining position.
10.8 In place of the charges in clauses 10.4 to 10.6, the Company may elect to recover its actual costs and losses arising from the cancellation where those exceed the applicable charge, provided the Company gives written notice of that election and reasonable supporting evidence within [30] days of accepting the cancellation.
10.9 Cancellation charges are invoiced immediately on acceptance of the cancellation and are payable on the Customer's normal payment terms. Cancellation does not affect the Customer's liability for Goods already delivered.
10.10 Where cancellation charges of 100% are paid on Bespoke Goods, the Company will, on request and at the Customer's cost and risk, make the Goods (or materials) available for collection.

11. Returns and Restocking
11.1 Bespoke Goods are non-returnable under any circumstances, save where defective under clause 13.
11.2 Stock Goods may be returned only if:
(a) requested in writing within [14] days of delivery and approved in writing by the Company;
(b) unused, in resaleable condition and in original undamaged packaging;
(c) accompanied by the Company's returns authorisation number and a copy of the original invoice; and
(d) returned to the Company's premises within [14] days of authorisation.
11.3 An administrative restocking charge of 25% of the net product value (minimum £25) applies to all approved returns. Carriage in both directions is at the Customer's cost unless the return arises from the Company's error.
11.4 Cut lengths, made-to-length items, discontinued lines and special-order items are non-returnable.
11.5 Goods returned without prior written authorisation may be refused or accepted at the Company's discretion subject to an additional handling charge.
11.6 Where the return arises solely from an error by the Company, no restocking charge applies and the Company bears carriage.

12. Inspection, Shortages and Damage
12.1 The Customer must inspect the Goods on delivery.
12.2 Any visible damage or shortage must be noted on the carrier's delivery note at the time of delivery and confirmed to the Company in writing within 3 Working Days of delivery. Signing a delivery note "unchecked" or "unexamined" does not preserve a claim for visible damage.
12.3 non-delivery of the whole or part of an Order must be notified in writing within 7 days of the date of the Company's invoice.
12.4 Defects not reasonably apparent on inspection must be notified in writing within 14 days of discovery and in any event within the warranty period in clause 13.
12.5 If the Customer fails to notify within the applicable period, the Goods are deemed accepted and the Company has no liability in respect of the shortage, damage or defect.
12.6 The Customer must give the Company a reasonable opportunity to inspect the Goods before they are installed, used, cut, modified or disposed of. The Company has no liability for any defect where the Goods have been installed or processed after the defect was, or ought reasonably to have been, apparent.

13. Warranty
13.1 The Company warrants that, on delivery and for a period based on product type/classification, from delivery, the Goods will be free from material defects in materials and workmanship in the Company's manufacturing process. 
Fabricated Items DW144 – 12 months
Engineered Products – Please request information from sales@pinnaclehvacsolutions.co.uk
Powder Coatings/Finishes – Dependent on chosen finish please request information
13.2 The warranty extends only to the Company's fabrication work and the materials it supplies. It does not extend to design, system performance, product selection, installation, or any matter within clause 8 or clause 9.
13.3 The warranty does not apply where:
(a) the defect arises from the Customer's drawings, specification or instructions;
(b) the Goods have been installed otherwise than in accordance with good practice or the manufacturer's instructions; Poor installation on site where the products we have supplied have been or altered.
(c) the Goods have been stored in unsuitable conditions, misused, altered, cut, coated or repaired without the Company's written consent;
(d) the defect arises from fair wear and tear, wilful damage, negligence, or abnormal operating or environmental conditions; or
(e) the Customer has not paid in full for the Goods.
13.4 Where a valid warranty claim is made, the Company's sole obligation, at its option, is to repair the Goods, replace the Goods, or issue a credit for the price of the affected Goods. That is the Customer's exclusive remedy.
13.5 Repaired or replaced Goods carry the balance of the original warranty period only.
13.6 The Company is not liable for, and the Customer must not incur without the Company's prior written consent, any cost of removing, uninstalling, accessing, reinstalling, refitting, making good or reinstating the Goods or any part of the building or installation.
13.7 Except as expressly set out in these Terms, all warranties, conditions and terms implied by statute or common law (including sections 13 to 15 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

14. Limitation of Liability
14.1 Nothing in these Terms limits or excludes the Company's liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any other liability that cannot lawfully be limited or excluded.
14.2 Subject to clause 14.1, the Company is not liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:
(a) loss of profit, revenue, business, contracts or anticipated savings;
(b) loss of or damage to goodwill or reputation;
(c) liquidated or ascertained damages, delay damages or penalties payable by the Customer under any other contract;
(d) site costs, standing time, prolongation, acceleration, plant hire or labour costs;
(e) cost of removal, access, reinstallation, reinstatement or making good;
(f) loss arising from the Customer's design, specification or instructions; or
(g) any indirect or consequential loss.
14.3 Subject to clause 14.1, the Company's total aggregate liability arising under or in connection with the Contract shall not exceed the greater of:
(a) the price paid by the Customer for the Goods giving rise to the claim; or
(b) The company’s product liability insurance limit
14.4 The Customer acknowledges that the price of the Goods reflects the allocation of risk in this clause 14, and that it is free to insure against risks not accepted by the Company.
14.5 This clause 14 survives termination of the Contract.

15. Force Majeure
15.1 The Company is not in breach of the Contract, nor liable for any delay or failure to perform, arising from any event beyond its reasonable control, including: acts of God; fire, flood or extreme weather; epidemic or pandemic; war, terrorism or civil unrest; industrial action; failure or interruption of utilities, energy supply or telecommunications; cyber-attack; import or export restrictions, tariffs or sanctions; failure or delay of suppliers or carriers; and shortage or unavailability of raw materials.
15.2 If such an event continues for more than 60 days, either party may terminate the affected Contract on written notice, without liability, save that the Customer remains liable for Goods already delivered and for costs properly incurred by the Company on Bespoke Goods up to the date of termination.

16. Suspension and Termination
16.1 The Company may suspend or cancel any Contract, in whole or in part, without liability, if the Customer fails to pay any sum when due or breaches any material term.
16.2 The Company may terminate any Contract immediately on written notice if the Customer:
(a) suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;
(b) enters or proposes any arrangement or composition with creditors;
(c) has a petition filed, notice given, resolution passed or order made for its winding up;
(d) has an application made or notice given for the appointment of an administrator, or an administrator is appointed;
(e) has a receiver or administrative receiver appointed over any of its assets;
(f) ceases or threatens to cease to carry on all or a substantial part of its business; or
(g) suffers any analogous event in any jurisdiction.
16.3 On termination, all outstanding invoices and cancellation charges become immediately due, and clauses 7, 8.6, 10.9, 13, 14, 18, 19 and 20 survive.

17. Intellectual Property
17.1 The Customer warrants that the drawings, specifications and information it supplies do not infringe the intellectual property rights of any third party, and that the Customer is entitled to supply them to the Company for the purposes of the Contract.
17.2 All intellectual property rights in the Company's own drawings, calculations, cutting lists, production data, tooling, jigs, patterns and know-how remain the Company's property, whether or not developed in connection with the Customer's Order, and whether or not the Customer has contributed to their cost.
17.3 Tooling, jigs and patterns produced for an Order remain the Company's property notwithstanding any contribution to cost by the Customer, unless otherwise agreed in writing.
18. Confidentiality and Data Protection
18.1 Each party shall keep confidential all confidential information disclosed by the other in connection with the Contract and use it only for the purposes of the Contract.
18.2 The Company processes personal data in accordance with the UK GDPR and the Data Protection Act 2018. Details of how the Company collects and uses personal data are set out in its privacy notice at www.pinnaclehvacsolutions.co.uk
18.3 The Company forms part of a group of companies including HRV, The Air Shop and Pinnacle HVAC Solutions. Where the Company reasonably considers that the Customer's requirements are better met by another group company, it may share the Customer's enquiry and related contact details with that company on the legitimate interest’s basis, as described in the privacy notice. The Customer may object at any time by contacting sales@pinnaclehvacsolutions.co.uk

19. General
19.1 Entire agreement. The Contract constitutes the entire agreement between the parties and supersedes all previous agreements, representations and understandings. Each party acknowledges it has not relied on any statement or representation not set out in the Contract.
19.2 Assignment. The Customer may not assign, transfer, subcontract or deal in any way with its rights under the Contract without the Company's prior written consent. The Company may assign or subcontract freely.
19.3 Third party rights. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999.
19.4 Waiver. No failure or delay in exercising a right constitutes a waiver of that or any other right.
19.5 Severance. If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary, or deleted, without affecting the remainder of these Terms.
19.6 Variation. No variation of the Contract is effective unless in writing and signed by a director of the Company.
19.7 Notices. Notices must be in writing and sent to the party's registered office or principal place of business, or to an email address notified for that purpose. Notices sent by email are deemed received at the time of transmission on Working Day.
19.8 No partnership. Nothing in the Contract creates a partnership, joint venture or agency between the parties.
20. Governing Law and Dispute Resolution
20.1 The parties shall first attempt in good faith to resolve any dispute by negotiation between senior representatives within 14 days of written notice of the dispute.
20.2 If negotiation fails, the parties shall attempt to settle the dispute by mediation in accordance with the CEDR Model Mediation Procedure before commencing proceedings. This does not prevent either party from seeking urgent interim relief, or the Company from commencing proceedings for recovery of an undisputed debt.
20.3 The Contract and any dispute arising out of or in connection with it are governed by the laws of England and Wales.
20.4 The courts of England and Wales have exclusive jurisdiction.

Pinnacle HVAC Solutions
033 0223 4190 | sales@pinnaclehvacsolutions.co.uk
Rev 1.2 published 07/09/2026