ECOR PRO WORLDWIDE TERMS AND CONDITIONS

1. INTERPRETATION

1.1 These Terms and Conditions (“Terms”) govern all quotations, offers, Orders, Contracts, retail sales where applicable, sales and supplies of Goods, Services, repairs, warranty claims, technical support and related commercial transactions undertaken by Ecor Pro.

• Ecor Pro Limited, a company incorporated in England and Wales (Company Number: 04995589), having its registered office at 194 Whitley Road, Whitley Bay, Newcastle Upon Tyne, Tyne and Wear, NE26 2TA, United Kingdom; and/or
• Ecor Pro B.V., a company incorporated in the Netherlands (Company Number: 33165069 / VAT: NL007927034), having its registered office at Keizersgracht 572, 1017 EM Amsterdam, The Netherlands,

“Ecor Pro” means Ecor Pro Limited, incorporated in England and Wales, and Ecor Pro B.V., incorporated in the Netherlands, each acting individually through the Ecor Pro brand. Unless the relevant quotation, Order Acknowledgement, invoice or checkout information states otherwise, Ecor Pro Limited will ordinarily contract for sales within the United Kingdom and Ecor Pro B.V. will ordinarily contract for sales in the Republic of Ireland, the European Union and other territories. Either company may contract in another territory where required by fulfilment, stock location, taxation, regulatory or operational arrangements. The Ecor Pro entity identified on the applicable quotation, Order Acknowledgement, invoice or checkout confirmation is the “Seller” and sole contracting party for that Contract, unless expressly stated otherwise in writing.

1.2 These Terms apply to wholesale, trade, commercial and retail sales where applicable, made through www.ecor-pro.com, www.buildingdryer.co.uk, www.toyotomi.co.uk, any other website or marketplace operated or authorised by Ecor Pro, direct sales, distributors, dealers, resellers, electronic ordering systems, trade exhibitions, OEM arrangements and private-label arrangements. The applicable website or checkout must identify the Seller before the Customer places an Order. Mandatory consumer rights prevail where they cannot lawfully be excluded or limited.

1.3 These Terms supersede all previous editions for Contracts entered into after their effective date.

1.4 No variation or waiver is binding unless agreed in writing by an authorised Ecor Pro signatory. Distributors, resellers, installers, engineers, employees and sales representatives have no authority to vary these Terms.

2. DEFINITIONS

Unless the context requires otherwise:

“Affiliate” means any company controlling, controlled by or under common control with Ecor Pro.

“Applicable Law” means all applicable legislation, regulations, directives, statutory instruments, codes of practice, regulatory guidance and legally binding governmental requirements applicable to the manufacture, import, export, marketing, sale, installation, servicing, repair or use of the Goods or Services in the relevant jurisdiction, including the United Kingdom, the Republic of Ireland and North America where applicable.

“Business Customer” means any individual or legal entity purchasing Goods or Services wholly or mainly for business, commercial, industrial, governmental or professional purposes.

“Consumer” means a natural person acting for purposes wholly or mainly outside that person’s trade, business, craft or profession.

“Contract” means the legally binding agreement formed between Ecor Pro and the Customer incorporating these Terms together with any accepted quotation, order acknowledgement, written agreement or purchase order accepted by Ecor Pro.

“Customer” means any Consumer or Business Customer purchasing Goods or Services from Ecor Pro.

“Delivery Point” means the location agreed by the parties for delivery of the Goods.

“Goods” means all products, equipment, components, accessories, spare parts and other items manufactured, supplied, distributed or sold by Ecor Pro, including any related software or firmware forming part of such products, whether new, refurbished, remanufactured, demonstration, replacement, OEM, private-label, bespoke or otherwise, and includes all associated documentation and accessories.

“Incoterms® 2020” means the International Chamber of Commerce rules governing the allocation of obligations, costs and risks in international trade, as amended or replaced from time to time where expressly agreed.

“Manufacturer’s Warranty” means the warranty offered by Ecor Pro and/or the original manufacturer in accordance with these Terms and any applicable Warranty Schedule.

“OEM Product” means Goods manufactured to a customer’s specification, drawing, design, branding, trade mark or technical requirements, including private-label and white-label products.

“Order” means any purchase order, online order, telephone order or other request by the Customer to purchase Goods or Services.

“RMA” means a Return Merchandise Authorisation issued by Ecor Pro authorising the return of Goods for inspection, repair, testing, replacement or warranty assessment.

“Retail Sale” means a sale made through a website, shop, showroom, marketplace or other retail channel to a Consumer or, where the context permits, another end user.

“Services” means all services supplied by Ecor Pro, including repairs, diagnostics, servicing, inspections, technical support, engineering assistance, commissioning support, spare parts supply, refurbishment, maintenance and warranty administration.

3. SCOPE OF APPLICATION

3.1 Exclusion of Customer Terms

Unless expressly accepted in writing by an authorised Director of Ecor Pro, any terms or conditions submitted by the Customer, including those contained within purchase orders, procurement systems, supplier onboarding documentation, portals, framework agreements or standard purchasing conditions, shall not apply and are expressly rejected.

Performance of the Contract, acceptance of payment, commencement of manufacture, dispatch of Goods or provision of Services shall not constitute acceptance of such Customer terms.

3.2 Entire Agreement

The Contract constitutes the complete agreement between the parties relating to the relevant transaction.

It supersedes all previous discussions, negotiations, correspondence, understandings, proposals and representations relating to the subject matter of the Contract.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation or any liability which cannot lawfully be excluded.

3.3 Order of Precedence

Where documents conflict, the following order of precedence shall apply unless expressly agreed otherwise in writing:

1. A separately negotiated written agreement signed by an authorised Director of Ecor Pro.
2. An accepted Order Acknowledgement issued by Ecor Pro.
3. A written quotation accepted by Ecor Pro.
4. These Terms and Conditions.
5. Published Warranty Schedule.
6. Published Repair & Service Policy.
7. Technical documentation and product manuals.

Customer purchase conditions shall have no contractual priority unless expressly accepted by Ecor Pro.

3.4 Severability

If any provision of these Terms is held by a court or competent authority to be invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable.

If modification is not possible, the offending provision shall be deemed severed without affecting the validity or enforceability of the remaining provisions.

4. APPLICABLE LAW AND REGULATORY COMPLIANCE

4.1 General Compliance

Ecor Pro designs, manufactures, imports, distributes and supplies Goods in accordance with Applicable Law relevant to the jurisdiction in which the Goods are first placed on the market, unless otherwise expressly agreed.

Nothing within these Terms shall require either party to act contrary to Applicable Law.

Where mandatory legislation provides rights or obligations that cannot lawfully be excluded, restricted or modified, these Terms shall be interpreted so as to give effect to those mandatory provisions while remaining enforceable to the fullest extent permitted by law.

4.2 Regulatory Compliance

This Clause applies to all Goods supplied worldwide, including, without limitation, Goods supplied in or into the United Kingdom, the Republic of Ireland, the European Union, North America, Australia and every other country or market, irrespective of the Product, brand, order type, quantity, sales channel, fulfilment method or shipping route. It expressly includes Ecor Pro-branded Goods, stock orders, retail and trade orders where applicable, distributor and reseller orders, OEM, private-label, white-label, bespoke and customised Goods, full-container and bulk orders, Goods shipped from Ecor Pro stock, and Goods manufactured or shipped directly from a factory, supplier or other location to the Customer, consignee, importer or end user.

Depending on the Product and intended destination market, the Goods may be subject to requirements concerning product safety, electrical safety, electromagnetic compatibility, environmental protection, chemical restrictions, waste electrical and electronic equipment, energy efficiency, ecodesign, machinery safety, radio equipment, pressure equipment, conformity assessment, testing, certification, registration, labelling, language, documentation, importer or responsible-person details and other market-access requirements. The specific countries, markets, standards, approvals, conformity markings and certifications applicable to a Product are only those expressly identified in its technical documentation, labelling, Declaration of Conformity, quotation, Order Confirmation or other written confirmation issued by Ecor Pro. Compliance with one country or market does not confirm compliance with another unless Ecor Pro expressly confirms this in writing.

Before placing an Order, the Customer must disclose every intended destination country, together with the consignee, importer, end user, application and intended use. Unless Ecor Pro expressly accepts responsibility in writing, the Customer, importer, distributor or other locally responsible economic operator must identify, obtain and maintain all destination-specific approvals, registrations, licences, certifications, conformity markings, testing, labels, translations, documentation and other requirements necessary to import, advertise, distribute, install, resell or use the Goods lawfully in each destination market worldwide.

Ecor Pro is responsible for destination-specific compliance obligations only to the extent expressly accepted in the applicable written agreement, quotation, Order Confirmation or technical specification, together with any obligations that Applicable Law does not permit Ecor Pro to transfer or exclude. Unless expressly included in Ecor Pro’s quotation, all additional testing, engineering, certification, registration, translation, labelling, documentation and market-access costs are payable by the Customer.

The fact that Ecor Pro arranges transport, ships a container, delivers stock, supplies Goods under the Ecor Pro brand, or instructs a factory or supplier to ship directly to a Customer or consignee does not, by itself, constitute confirmation that the Goods comply with every requirement of the destination market or acceptance by Ecor Pro of the Customer’s, importer’s or distributor’s local compliance obligations.

The Customer shall not import, advertise, distribute, install, resell, transfer or use Goods in a country or market for which the required compliance has not been confirmed. The Customer shall not divert Goods to a destination, consignee, end user or use different from that declared in the Order and shipping/export documents without Ecor Pro’s prior written consent and all approvals required by Applicable Law. Subject to mandatory Applicable Law, the Customer shall indemnify Ecor Pro against claims, penalties, recalls, losses, liabilities and reasonable costs arising from destination-market non-compliance, except to the extent directly caused by Ecor Pro’s breach of a compliance obligation that Ecor Pro expressly accepted in writing or that could not lawfully be transferred or excluded.

4.3 United Kingdom and Republic of Ireland

For Goods supplied within the United Kingdom or the Republic of Ireland, Ecor Pro shall comply with the mandatory obligations applicable to it under the relevant country’s consumer-protection, product-safety, electrical-safety, environmental and data-protection laws. The Customer, importer and distributor remain responsible for their respective obligations under those laws.

Nothing within these Terms excludes or restricts statutory rights available to Consumers under mandatory legislation in the United Kingdom or the Republic of Ireland.

4.4 European Union

For Goods supplied within the European Union, including the Republic of Ireland, Ecor Pro intends to comply, where applicable, with relevant EU legislation and directly applicable regulations governing product safety, consumer protection, environmental compliance, CE conformity assessment, market surveillance and free movement of goods.

Mandatory consumer protections applicable within Member States shall continue to apply notwithstanding these Terms.

4.5 North America

For Goods marketed, supplied or used in North America, including the United States of America, Canada and Mexico, the parties shall comply with all mandatory federal, national, state, provincial, territorial and local laws applicable to the relevant Product, transaction and destination. Requirements may differ between countries and between individual states, provinces or territories. Unless Ecor Pro expressly accepts responsibility in writing, the Customer, importer, distributor or other responsible economic operator shall obtain all local approvals, registrations, licences, certifications, labels and instructions required after import or for onward sale or use. Mandatory consumer rights in the applicable North American jurisdiction remain unaffected.

4.6 Worldwide and International Sales

This Clause applies to every international or cross-border sale, supply, export, re-export, transfer and shipment of Goods worldwide, whether the Goods are supplied from or delivered into the United Kingdom, the Republic of Ireland, the European Union, North America, Australia or any other country or market. It applies to Ecor Pro-branded Goods, stock orders, retail and trade orders where applicable, distributor and reseller orders, OEM and private-label Goods, bulk and container orders, and direct factory-to-customer or factory-to-consignee shipments.

• Local laws and market requirements may differ between countries and may include import approvals, product registrations, testing, certifications, conformity markings, electrical standards, plugs and voltage requirements, labels, language requirements, safety warnings, environmental obligations, installation requirements, customs formalities, taxes and duties.

Responsibility for destination-market compliance shall be allocated in accordance with Clause 4.2, the accepted quotation, Order Confirmation, agreed Incoterm® 2020 and applicable shipping/export documents. Unless Ecor Pro expressly accepts a destination-specific obligation in writing, the Customer, consignee, importer, distributor or other locally responsible economic operator shall ensure compliance with all local import, registration, certification, labelling, installation, resale and use requirements applicable in the destination market. Nothing in this Clause transfers or excludes any obligation that Applicable Law mandatorily places on Ecor Pro.

4.7 Export Controls

The Customer warrants that neither the Goods nor any associated technical information will be exported, re-exported, transferred or otherwise supplied in breach of any applicable export control laws, sanctions, embargoes or trade restrictions.

The Customer shall obtain any licences, permits or governmental approvals required for export, import or onward distribution where such responsibility falls upon the Customer under the agreed Incoterm or Applicable Law.

The Goods may be exported, delivered, re-exported or transferred only to the destination country, consignee, end user and intended end use stated in the accepted Order and the applicable commercial invoice, packing list, transport document, customs declaration or other shipping/export document. If those documents do not expressly identify the ultimate destination, the destination shall be the country and Delivery Point stated in the Order Acknowledgement or invoice. The Customer shall not divert the Goods or change the declared destination, consignee, end user or end use without Ecor Pro’s prior written consent and all licences, permits, sanctions clearances and governmental approvals required by Applicable Law.

4.8 Anti-Bribery and Trade Compliance

Each party shall comply with all applicable anti-bribery, anti-corruption, sanctions and trade compliance laws relevant to the performance of the Contract.

Ecor Pro reserves the right to suspend or terminate any Contract where continued performance would expose Ecor Pro to breach of applicable sanctions, export controls or other mandatory legal requirements.

5. CONTRACT FORMATION

5.1 Invitations to Treat

All catalogues, brochures, technical literature, website content, advertisements, product listings, price lists and promotional materials published by Ecor Pro are issued for general information only and shall not constitute a legally binding offer capable of acceptance.

Unless expressly stated otherwise, they constitute invitations to treat only.

5.2 Quotation

Quotations are issued subject to these Terms.

Unless expressly stated otherwise in the quotation, each quotation remains valid for thirty (30) calendar days from its date of issue and remains subject to stock availability, manufacturing capacity and Ecor Pro’s right to withdraw it before acceptance.

• prices may be amended where obvious errors have occurred.

5.3 Customer Orders

Every Order submitted by the Customer constitutes an offer to purchase Goods or Services subject exclusively to these Terms.

Ecor Pro reserves the right to accept or reject any Order in whole or in part.

No Contract shall arise until Ecor Pro has accepted the Order in accordance with Clause 5.4.

5.4 Acceptance

Acceptance occurs upon the earliest of: written Order Acknowledgement; written acceptance by email; dispatch of the Goods; commencement of manufacture for bespoke or OEM products; commencement of Services; or issue of an invoice following acceptance of the Order.

6. CONSUMER, WEBSITE, ON-SITE RETAIL AND DISTANCE SALES

6.1 Application

This Clause 6 applies, where applicable, to Retail Sales and other Contracts with Consumers made through an Ecor Pro website, online checkout, marketplace, telephone, email or other distance-sales channel, and to sales concluded on site at Ecor Pro’s premises, showroom, trade counter, exhibition stand or another physical sales location. It applies whether the Goods are carried away by the Customer or Consumer, collected later, or delivered to the delivery address provided. It does not reduce any mandatory statutory right. If this Clause conflicts with mandatory consumer law in the Customer’s country of residence, that mandatory law prevails.

6.2 Pre-Contract Information and Seller Identity

Before a Consumer places an Order through an Ecor Pro website, online checkout or other distance-sales channel, or concludes an on-site Retail Sale where applicable, Ecor Pro will provide the information required by Applicable Law for that type of sale. This may include the identity and contact details of the Seller; the main characteristics and total price of the Goods or Services; taxes, delivery or collection charges and other applicable costs; payment, collection and delivery arrangements; complaint handling; cancellation rights and exceptions where applicable; return costs; statutory remedies; and any commercial warranty. The website, checkout, receipt, Order Confirmation or invoice will identify whether the Seller is Ecor Pro Limited or Ecor Pro B.V.

6.3 Carry-Away, Collection and Delivery

Where available and agreed at the time of the Order, the Customer or Consumer may: (a) take the Goods away immediately from the on-site sales location; (b) collect the Goods later from the location notified by Ecor Pro; or (c) request delivery to the delivery address provided and accepted as part of the Order. The applicable fulfilment method, charges and estimated timing will be stated at checkout, on the quotation, receipt, Order Confirmation or invoice where applicable.

For Goods carried away or collected, the Customer or Consumer must inspect the external condition of the Goods and packaging where reasonably possible and may be required to provide the Order Confirmation, proof of payment and suitable identification. Delivery or collection is completed when the Customer, Consumer or their authorised representative takes physical possession of the Goods. Risk passes at that time where required by mandatory consumer law; passing of title remains governed by Clause 13.

For delivered Goods, the Customer or Consumer must provide a complete and accurate delivery address, contact information and any access, parking, lifting or handling information reasonably required. Ecor Pro may deliver through its own personnel or an appointed carrier. Delivery is completed when the Goods are delivered to the address provided and received by the Customer, Consumer or another person authorised to accept them, subject to mandatory Applicable Law. Additional costs caused by an incorrect or incomplete address, failed access, refused delivery or a requested redelivery may be charged where lawful and disclosed.

A sale is not automatically a distance contract merely because the Goods are delivered after an Order was concluded on site. Conversely, where a Contract is concluded entirely through a website, telephone, email or another distance-sales process, collection of the Goods from an Ecor Pro location does not by itself remove any statutory distance-contract cancellation right. Change-of-mind cancellation rights do not ordinarily apply to an on-site sale unless Ecor Pro expressly offers such a right or mandatory Applicable Law provides otherwise.

6.4 Right to Cancel Distance and Off-Premises Contracts

Subject to the statutory exceptions, a Consumer purchasing at a distance or off premises in the United Kingdom, the Republic of Ireland or the European Union may cancel the Contract without giving a reason within fourteen (14) days. For Goods, the period normally begins when the Consumer or a nominated recipient takes physical possession; for Services, it normally begins when the Contract is concluded. Any longer period required by mandatory law, including rules applying where prescribed cancellation information was not supplied, will apply.

To cancel, the Consumer must send a clear statement to the Seller identified on the Order Confirmation or invoice before the cancellation period expires. The Consumer may use, but is not required to use, the following model wording: “To [Seller’s name, postal address and email]: I/We hereby give notice that I/We cancel my/our contract for the sale of the following Goods or Services: [description], ordered/received on [date], name and address of Consumer(s), signature if submitted on paper, and date.”

6.5 Returns and Refunds Following Cancellation

Unless Ecor Pro has offered to collect the Goods or mandatory law provides otherwise, the Consumer must return them to the Seller without undue delay and normally within fourteen (14) days after communicating cancellation. The Consumer bears the direct return cost only where this was disclosed before the Contract was concluded. The Consumer remains responsible for any diminished value caused by handling beyond what is necessary to establish the nature, characteristics and functioning of the Goods.

Ecor Pro will reimburse payments required by Applicable Law, including the cost of the least expensive standard delivery offered, without undue delay and within the applicable statutory period. For Goods, Ecor Pro may withhold reimbursement until it receives the Goods or evidence of return, whichever occurs first, where permitted by law. Additional costs arising from a premium delivery method selected by the Consumer need not be reimbursed.

6.6 Exceptions to Cancellation

Cancellation rights do not apply where a statutory exception applies, including, where applicable, bespoke or clearly personalised Goods; sealed Goods unsuitable for return for health-protection or hygiene reasons once unsealed; Goods inseparably mixed with other items after delivery; urgent repair or maintenance specifically requested by the Consumer, to the extent permitted by law; or Services fully performed after the Consumer expressly requested early performance and acknowledged the loss of the cancellation right. Ecor Pro will identify any applicable exception before the Order is placed.

6.7 Faulty Goods, Statutory Remedies and Legal Guarantees

Goods supplied to Consumers must conform to the Contract and satisfy all mandatory requirements concerning quality, fitness for purpose, description, durability, safety, installation and updates where applicable. Consumers may have statutory rights to reject Goods, obtain repair or replacement, receive a price reduction, or terminate the Contract and obtain a refund. This includes rights under the UK Consumer Rights Act 2015, the Republic of Ireland Consumer Rights Act 2022, applicable EU consumer-sales legislation and any corresponding national implementing law. Any applicable EU legal guarantee, including the minimum two-year protection where required, is separate from and additional to the Manufacturer’s Warranty.

6.8 Manufacturer’s Warranty

Any Manufacturer’s Warranty or other commercial guarantee is voluntary and additional to statutory consumer rights. It does not replace, restrict or shorten the Consumer’s remedies against the Seller. Where required, Ecor Pro will display the applicable EU legal-guarantee notice and any prescribed commercial durability-guarantee label or information.

6.9 Online and On-Site Product Safety and Traceability

For Retail Sales, including website and on-site offers where applicable, Ecor Pro will provide product-identification, manufacturer or responsible-economic-operator details, traceability information, safety warnings and other information required by applicable product-safety law. This includes Regulation (EU) 2023/988 on general product safety for relevant sales in the Republic of Ireland, the European Union and Northern Ireland under the oversight of national enforcement authorities and the European Commission, together with applicable product-specific legislation and the product-safety regime applying in Great Britain governed by the Office for Product Safety and Standards (OPSS), as well as consumer product safety regulations and oversight enforced by the Consumer Product Safety Commission (CPSC) in the United States, and relevant regulatory authorities in Australia and other international markets. Ecor Pro may contact Customers regarding safety warnings, corrective actions or recalls and may offer the remedies required by Applicable Law.

6.10 Fair Trading and Price Transparency

Ecor Pro will not use misleading actions, misleading omissions, aggressive practices, fake reviews or other prohibited commercial practices. Retail prices and mandatory charges will be presented transparently before an Order is placed, in accordance with Applicable Law, including the UK Digital Markets, Competition and Consumers Act 2024 where applicable.

6.11 Complaints and Alternative Dispute Resolution

Consumers should first submit complaints using the contact details shown on the applicable website, Order Confirmation or invoice. Ecor Pro will provide information about any mandatory or agreed alternative dispute-resolution procedure applicable to the Seller and the Consumer’s territory. Nothing in this Clause prevents a Consumer from exercising mandatory rights before a competent court or public authority.

7. PRODUCT INFORMATION, SPECIFICATIONS AND CONTINUOUS PRODUCT DEVELOPMENT

7.1 General

Ecor Pro is committed to the continuous improvement of its products and reserves the right to modify, improve, redesign or discontinue any Goods or Services at any time without prior notice where reasonably necessary for product development, regulatory compliance, component availability, manufacturing efficiency or quality improvement.

Unless expressly agreed in writing, such changes shall not constitute a breach of Contract provided the Goods remain substantially suitable for their intended purpose.

7.2 Product Specifications

Unless expressly stated otherwise in writing, all specifications, including but not limited to: capacity, airflow, extraction rate, moisture removal, operating temperatures, humidity ranges, dimensions, weight, electrical ratings, refrigerant type and charge, sound pressure levels, energy consumption, colour, finish, appearance, packaging, accessories, software functionality, firmware functionality and communications capability.

are subject to normal manufacturing tolerances and ongoing product development.

Published specifications represent nominal values unless expressly certified.

7.3 Illustrations

Photographs, illustrations, diagrams, renderings, CAD models, BIM objects, videos, animations, brochures, catalogues, website images and other promotional material are provided for illustrative purposes only.

Minor differences in appearance, colour, finish, packaging, labels, markings or component configuration shall not constitute defects.

7.4 Technical Documentation

Instruction manuals, installation guides, wiring diagrams, engineering drawings, dimensional drawings, airflow calculations, psychrometric data, drying calculations, product selection tools and other technical documentation are prepared using information available at the time of publication.

Ecor Pro reserves the right to revise technical documentation without prior notice.

The Customer shall ensure that the latest version of the relevant documentation is consulted before installation, commissioning or operation.

7.5 Product Availability

Ecor Pro does not guarantee the continued manufacture or availability of any particular model.

Products may be: replaced, superseded, upgraded, redesigned, discontinued or substituted with equivalent products.

without creating any obligation to continue manufacturing a previous version.

7.6 Spare Parts Availability

Ecor Pro will use reasonable commercial endeavours to maintain the availability of replacement parts for an appropriate period following discontinuation of a product.

However, Ecor Pro does not guarantee indefinite availability of spare parts and reserves the right to: redesign replacement components, substitute equivalent components, use refurbished components where appropriate and discontinue obsolete parts or offer replacement products where repairs are no longer commercially or technically viable.

8. TECHNICAL ADVICE, APPLICATION GUIDANCE AND CUSTOMER RELIANCE

8.1 General

Ecor Pro may provide technical guidance, application advice, engineering assistance, sizing calculations, drying estimates, psychrometric calculations, HVAC recommendations, installation guidance, commissioning advice and product selection assistance.

Unless expressly agreed otherwise in writing, such information is provided in good faith solely on the basis of information supplied by the Customer.

8.2 Customer Responsibility

The Customer remains solely responsible for determining whether the Goods are suitable for the intended application.

Without limitation, the Customer remains responsible for: system design, engineering calculations, product selection, HVAC integration, ventilation design, ductwork design, condensate disposal, drainage, structural suitability, electrical installation, commissioning, operation, maintenance, servicing, compliance with building regulations, planning requirements, health and safety legislation, environmental legislation and electrical regulations and all local statutory requirements.

8.3 Information Provided by Customer

Technical recommendations are dependent upon the accuracy of information supplied by the Customer.

Ecor Pro shall not be responsible for recommendations based upon inaccurate or incomplete information including, without limitation: building dimensions, room volume, occupancy, insulation values, moisture loads, water ingress, hidden defects, structural issues, external weather conditions, process humidity, swimming pool evaporation, ventilation rates, existing HVAC performance, electrical supply and duct resistance or any other technical data supplied by the Customer.

8.4 Suitability for Purpose

Except where expressly agreed in writing, Ecor Pro does not warrant that any Goods are suitable for a particular application identified by the Customer.

The Customer shall satisfy itself that the Goods are appropriate for the intended installation and operating conditions.

Nothing in this clause excludes any mandatory statutory rights that cannot lawfully be excluded.

9. OEM, PRIVATE LABEL AND BESPOKE MANUFACTURING

9.1 Scope

This Clause applies where Goods are: manufactured to Customer specifications, manufactured to Customer drawings, manufactured using Customer intellectual property, private-labelled, white-labelled, customised, modified and specially configured.

• or otherwise supplied as OEM products.

9.2 Customer Design Responsibility

The Customer warrants that:

a) all drawings, specifications, calculations and instructions supplied are complete and accurate;

b) manufacture in accordance with those instructions will not infringe any patent, copyright, design right, trade mark or other intellectual property right of any third party;

c) all necessary permissions and licences have been obtained;

d) the proposed design is suitable for its intended application;

e) all regulatory approvals for the Customer’s design have been obtained where applicable.

9.3 Indemnity

The Customer shall indemnify and keep indemnified Ecor Pro against all losses, liabilities, claims, damages, costs and expenses arising from: Customer designs, Customer specifications, Customer branding, Customer software, Customer firmware, Customer intellectual property, Customer instructions, regulatory non-compliance resulting from Customer modifications or infringement of third-party rights.

except to the extent directly caused by Ecor Pro’s own negligence, breach of contract or wilful misconduct.

9.4 Engineering Changes

Where a Customer requests engineering modifications after manufacture has commenced, Ecor Pro reserves the right to: suspend manufacture, revise delivery dates, amend pricing, recover additional engineering costs, recover tooling costs and recover testing costs.

• reject the requested modification where technically impracticable.

9.5 Minimum Quantities

OEM and bespoke products may be subject to: minimum order quantities, tooling charges, development charges, certification costs, sampling costs, validation testing and first article inspection and non-recurring engineering charges.

Unless otherwise agreed in writing, such charges are non-refundable once incurred.

9.6 Warranty for OEM Products

Unless expressly agreed otherwise in the applicable OEM agreement:

a) the warranty applicable to OEM Products may differ from the standard Ecor Pro warranty and responsibility for the warranty offered to distributors, retailers and end users shall reside with the OEM partner or Customer;

b) Ecor Pro warrants only those aspects of the Goods manufactured or supplied by Ecor Pro;

c) components specified by the Customer shall be warranted only to the extent of the original component manufacturer’s warranty, where assignable;

d) modifications made by the Customer or third parties after delivery shall immediately void any warranty relating to the affected modification, except where prohibited by mandatory law;

e) Ecor Pro accepts no responsibility for the performance of the Customer’s overall system, installation or end product into which the OEM Goods are incorporated.

10. PRICES

10.1 General

Unless otherwise expressly agreed in writing by an authorised representative of Ecor Pro, all prices quoted or published by Ecor Pro are exclusive of: Value Added Tax (VAT), Goods and Services Tax (GST), sales taxes, customs duties, import duties, export duties, excise duties, withholding taxes, environmental charges, recycling charges, WEEE compliance costs, insurance, freight, packaging, palletisation, inspection costs, certification costs, banking charges, documentary credit charges and currency conversion costs and any other taxes, duties or governmental charges imposed after the date of quotation.

The Customer shall be responsible for all such charges, including bank transaction and processing fees as set out in Clause 11.7, unless expressly stated otherwise in writing.

10.2 Currency

Unless otherwise agreed in writing, quotations shall be issued in the currency specified by Ecor Pro.

Where payment is made in another currency: exchange rate fluctuations, bank conversion charges, intermediary banking charges and transfer fees.

shall be borne by the Customer unless otherwise agreed.

10.3 Price Changes

Ecor Pro reserves the right to revise prices prior to Contract formation where changes occur in: raw material costs, labour costs, transportation costs, freight charges, exchange rates, customs duties, taxation, energy costs, regulatory compliance costs, supplier pricing and force majeure events or other circumstances beyond Ecor Pro’s reasonable control.

No price revision shall affect a Contract already accepted by Ecor Pro unless:

• expressly provided for in the Contract;
• required by law; or
• agreed in writing by both parties.

10.4 Quotation Errors

Ecor Pro reserves the right to correct genuine clerical, typographical, calculation or pricing errors.

Where such an error materially affects an accepted Order, Ecor Pro shall notify the Customer without undue delay. The Customer may then elect to proceed on the corrected terms or cancel the affected Order before dispatch. Any payment received for a cancelled Order shall be refunded in accordance with Applicable Law.

10.5 Promotional Pricing

Special promotions, discounts, rebates, dealer incentives and campaign pricing: are available only during the stated promotional period, cannot be combined unless expressly agreed and are subject to stock availability.

• may be withdrawn where permitted by law.

11. PAYMENT TERMS

11.1 Due Date

Payment shall be made in accordance with the payment terms stated on: the quotation, pro forma invoice, sales invoice and credit agreement or other written agreement.

Where no payment terms are stated, payment shall be due prior to dispatch.

11.2 Time of Payment

Time for payment is of the essence.

Payment shall not be regarded as received until cleared funds have been irrevocably credited to Ecor Pro’s nominated bank account.

11.3 Methods of Payment

Ecor Pro may accept payment by: bank transfer, debit card, credit card, direct debit, approved online payment platform and documentary credit.

• or any other payment method approved in writing.

Ecor Pro reserves the right to refuse any payment method or require payment by an alternative method where reasonably necessary to manage commercial or fraud risk.

11.4 Set-Off

To the fullest extent permitted by Applicable Law, Business Customers shall not withhold payment, deduct sums due or exercise any right of set-off or counterclaim unless such amount has been finally determined by a court of competent jurisdiction or expressly agreed in writing by Ecor Pro.

This clause shall not affect any mandatory rights available to Consumers.

11.5 Late Payment

Without prejudice to any other remedy available under the Contract or Applicable Law, Ecor Pro may, where payment is overdue: suspend manufacture, suspend deliveries and suspend Services.

• suspend warranty administration where legally permissible and unrelated to mandatory consumer rights;
• require payment in advance for future Orders;
• cancel outstanding Orders where permitted by law; and
• recover statutory or contractual interest and reasonable recovery costs where permitted by Applicable Law.

For Business Customers in the United Kingdom, Ecor Pro reserves the right to exercise its rights under the Late Payment of Commercial Debts (Interest) Act 1998, as amended. For Business Customers in the Republic of Ireland, Ecor Pro reserves the right to exercise its rights under the European Communities (Late Payment in Commercial Transactions) Regulations 2012, as amended. Equivalent mandatory or contractual late-payment rights may be exercised in North America and other jurisdictions where applicable, unless alternative provisions have been expressly agreed in writing.

11.6 Credit Accounts

Any credit facility granted by Ecor Pro: is discretionary, may be withdrawn, may be amended, may be suspended or may be cancelled.

at any time where Ecor Pro reasonably considers there has been a deterioration in the Customer’s financial standing, payment history or credit risk.

11.7 Bank Charges, Processing Fees and Chargebacks

• 7.1 All payments made to Ecor Pro (whether by BACS, wire transfer, credit card, debit card, online payment platform, or any other approved payment method) shall be made in full without any deduction, withholding, set-off, or counter-claim for bank fees, merchant processing charges, wire transfer fees, or intermediary bank charges. The Customer shall be solely responsible for covering all such financial institution and payment gateway fees.
• 7.2 If payment is made via credit card, debit card, or any online platform, and a dispute, retrieval request, or chargeback is initiated by the Customer through their bank, card issuer, or payment processor, Ecor Pro reserves the right to challenge such chargeback and recover from the Customer all associated bank charges, merchant dispute fees, administrative costs, and legal or agency expenses incurred by Ecor Pro in defending the transaction, regardless of the ultimate outcome of the chargeback dispute.
• 7.3 Ecor Pro strictly does not absorb bank transaction, processing, merchant interchange, or currency conversion fees under any circumstances. Where any such fees are deducted or withheld by the Customer’s bank, card issuer, or intermediate financial institutions, the Customer shall remain liable to pay the outstanding balance immediately upon demand.

12. DELIVERY

12.1 Delivery Dates

Any delivery date provided by Ecor Pro is an estimate unless expressly agreed in writing as a binding contractual commitment.

While Ecor Pro will use reasonable commercial endeavours to meet estimated delivery dates, delays may arise due to factors including manufacturing schedules, component availability, transport disruption, customs procedures or events beyond Ecor Pro’s reasonable control.

Where a delay is likely to be material, Ecor Pro will use reasonable efforts to inform the Customer and provide an updated estimate.

12.2 Partial Deliveries

Ecor Pro may make delivery by instalments unless expressly agreed otherwise.

Each instalment shall constitute a separate part of the Contract.

A delay affecting one instalment shall not entitle the Customer to reject other instalments except where required by mandatory law or where the instalments are not reasonably severable.

12.3 Delivery Location

Delivery shall take place at the location agreed between the parties.

The Customer shall: provide safe access, provide suitable unloading facilities where applicable and ensure authorised personnel are available to receive delivery and promptly notify Ecor Pro of any delivery restrictions.

12.4 Failure to Accept Delivery

Where the Customer fails to take delivery at the agreed time, other than due to Ecor Pro’s breach or circumstances beyond the Customer’s reasonable control:

• Ecor Pro may store the Goods at the Customer’s risk and expense;
• reasonable storage, handling and re-delivery charges may be payable;
• risk may pass in accordance with Clause 13 and the agreed Incoterm; and
• Ecor Pro may take such further steps as are reasonable and lawful to mitigate its losses. 12.5 Delivery by Third Parties

Ecor Pro may appoint carriers, freight forwarders, logistics providers or other subcontractors to perform delivery obligations.

Such appointment shall not of itself relieve Ecor Pro of any responsibility it has under the Contract or Applicable Law.

13. RISK, RETENTION OF TITLE AND OWNERSHIP

13.1 Transfer of Risk

Unless otherwise expressly agreed in writing or determined by the applicable Incoterm® 2020, the risk of accidental loss of or damage to the Goods shall pass to the Customer upon:

a) delivery of the Goods to the agreed Delivery Point;

b) collection of the Goods by the Customer or its appointed carrier;

c) completion of loading where collection is arranged by the Customer;

d) the point determined by the agreed Incoterm® 2020.

Where the Customer delays delivery or collection, risk shall pass when Ecor Pro has made the Goods available for collection or delivery and notified the Customer accordingly.

13.2 Passing of Title

Unless otherwise expressly agreed in writing, all Goods remain the sole legal and beneficial property of the Seller and title shall not pass to the Customer until:

a) the full purchase price has been paid in cleared funds;

b) all interest, charges and other sums payable in respect of the Goods have been paid; and

c) all other monies owed by the Customer to Ecor Pro under any Contract have been paid in full, where permitted by Applicable Law.

Unless otherwise expressly agreed in writing or prohibited by Applicable Law, until title passes the Customer shall hold the Goods as bailee for the Seller, and every reference in Clauses 13.3 to 13.6 to ownership or title shall apply on that basis.

13.3 Storage Prior to Passing of Title

Until ownership passes, the Customer shall:

• store the Goods separately from other property;
• clearly identify the Goods as belonging to Ecor Pro where reasonably practicable;
• keep the Goods adequately protected;
• maintain appropriate insurance;
• prevent any charge, pledge or encumbrance being created over the Goods;
• maintain the Goods in satisfactory condition, fair wear and tear excepted.

13.4 Use Before Ownership Passes

Where the Customer is a Business Customer, Ecor Pro grants a revocable licence permitting the Customer to use or resell the Goods in the ordinary course of business before ownership passes, provided that: the Customer is not in default, no insolvency event has occurred and payment obligations continue to be satisfied and the licence has not been revoked by written notice.

This clause shall not affect mandatory consumer rights.

13.5 Recovery of Goods

Where title has not passed and the Customer is in material breach of the Contract, including persistent non-payment, Ecor Pro may, to the extent permitted by Applicable Law:

• require the Goods to be returned;
• enter premises where the Goods are reasonably believed to be located, subject to lawful access rights;
• recover possession of the Goods; and
• take reasonable steps to preserve its property rights.

The Customer shall provide reasonable assistance to facilitate recovery.

13.6 Insolvency

If the Customer: enters administration, enters liquidation, becomes insolvent, ceases trading, proposes a voluntary arrangement with creditors, has a receiver appointed or is subject to any analogous insolvency procedure.

Ecor Pro may exercise any rights available under the Contract and Applicable Law, including suspension of performance, cancellation of outstanding Orders and recovery of Goods where title has not passed.

14. INCOTERMS® 2020 AND INTERNATIONAL TRADE

14.1 General

Unless expressly agreed otherwise in writing, international deliveries shall be governed by the applicable Incoterms® 2020 rule stated on the quotation, order acknowledgement or commercial invoice.

Where no Incoterm is expressly stated, the parties shall agree an appropriate delivery term before dispatch.

14.2 Allocation of Responsibilities

The agreed Incoterm shall determine, among other matters: delivery obligations, allocation of transport costs, export formalities, import formalities, customs clearance responsibilities, insurance obligations, transfer of risk and loading and unloading obligations.

• documentary obligations.

To the extent of any inconsistency, the agreed Incoterm shall prevail over these Terms regarding those specific matters.

14.3 Export Documentation

Where Ecor Pro is responsible under the agreed Incoterm, Ecor Pro shall use reasonable endeavours to provide customary export documentation, which may include: commercial invoices, packing lists, certificates of origin where agreed, transport documentation and export declarations and other documents expressly agreed in writing.

The Customer shall provide all information reasonably required for the preparation of such documentation.

14.4 Import Compliance

Unless expressly agreed otherwise, the Customer shall be responsible for: import licences, customs clearance, payment of import duties, taxes, local regulatory approvals, product registrations and local certifications and compliance with destination-country legislation following import.

14.5 Customs Delays

Ecor Pro shall not be liable for delays arising from: customs inspections, border controls, import licensing, governmental action, sanctions, trade restrictions and port congestion or circumstances beyond its reasonable control.

Where additional costs arise due to inaccurate or incomplete information supplied by the Customer, those costs shall be payable by the Customer.

14.6 Export Restrictions

Ecor Pro reserves the right to refuse, suspend or cancel any Order where fulfilment would reasonably be expected to breach: export control legislation, sanctions regulations, trade embargoes and anti-terrorism legislation or other mandatory legal restrictions.

15. INSPECTION, SHORTAGES AND ACCEPTANCE

15.1 Inspection on Delivery

The Customer shall inspect the Goods as soon as reasonably practicable after delivery.

Visible damage, shortages or incorrect deliveries should be recorded on the carrier’s delivery documentation where possible and notified to Ecor Pro without undue delay.

Failure to provide prompt notification shall not automatically extinguish the Customer’s rights, particularly where mandatory consumer legislation applies, but may affect the investigation of transport-related claims.

15.2 Transit Damage

Where Goods are damaged during transport:

a) the Customer shall retain the original packaging where reasonably practicable;

b) photographs should be taken before the Goods are moved or repaired where possible;

c) Ecor Pro shall be given a reasonable opportunity to inspect the Goods or review evidence before repairs are undertaken, unless immediate action is necessary for safety or to prevent further damage.

15.3 Concealed Damage

Where damage could not reasonably have been identified upon delivery, the Customer shall notify Ecor Pro promptly after discovery and provide such evidence as may reasonably be requested to investigate the claim.

15.4 Incorrect Deliveries

Where Goods delivered differ materially from those ordered, the Customer shall notify Ecor Pro promptly.

Subject to verification, Ecor Pro shall, at its option and in accordance with Applicable Law: supply the correct Goods, replace the Goods and collect incorrectly supplied Goods or refund the relevant purchase price.

15.5 Acceptance

Goods shall not be deemed accepted solely because the Customer has had a reasonable opportunity to inspect them where mandatory statutory rights provide otherwise.

For Business Customers, use of the Goods in production, installation, resale or incorporation into other products may constitute acceptance, subject always to any latent defects or applicable warranty rights.

16. GENERAL WARRANTY PROVISIONS

16.1 Scope of Warranty

Subject to the Product-specific, country-specific and sales-channel terms stated in these Terms or otherwise supplied at the time of sale, the Manufacturer’s Warranty applies to genuine Goods supplied worldwide by Ecor Pro or through an authorised Ecor Pro distributor, dealer, reseller or marketplace seller. Where applicable, this includes new Ecor Pro-branded Goods, website and on-site Retail Sales, stock and container orders, direct factory-to-customer shipments, replacement Goods, and OEM, private-label, white-label, bespoke and customised Goods to the extent expressly stated in the applicable OEM or supply agreement.

The Manufacturer’s Warranty covers defects arising from faulty materials or workmanship during normal, intended use of the Goods in accordance with the applicable Product Manual, Installation Instructions, User Guide, Safety Instructions, Service Bulletins, Technical Documentation and written instructions issued by Ecor Pro. It does not convert Customer-specified designs, components, integrations or applications into obligations accepted by Ecor Pro unless expressly agreed in writing.

This Warranty forms an integral part of these Terms and shall be read together with all other provisions relating to limitation of liability, repairs, servicing and returns.

16.2 Warranty Period

Unless a different period is expressly stated in writing or published for a particular Product, the applicable warranty period shall commence on the earlier of:

a) the date of delivery;

b) the date of collection;

c) the date of installation where installation is undertaken by Ecor Pro;

d) the date first placed into service where expressly agreed in writing.

Unless a different commercial warranty is expressly stated for a particular Product and subject always to mandatory Applicable Law across the UK, European Union, United States, Australia, and other relevant jurisdictions:

(a) a new Ecor Pro-branded Product manufactured by or for Ecor Pro carries a one (1) to two (2) year Manufacturer’s Warranty depending on local law, regulatory requirements, country-specific commercial obligations, or specific support extensions granted by Ecor Pro;

(b) a Product sold and clearly identified as B-grade, graded, ex-display, returned, cosmetically imperfect or refurbished carries the commercial warranty stated at the time of sale, subject to mandatory local statutory consumer protection laws in the country of purchase;

(c) a unit repaired by Ecor Pro carries the repair warranty stated in Clause 23, without prejudice to any mandatory statutory guarantees or legal repair liabilities applicable under local consumer law; and

(d) replacement spare parts supplied separately carry the spare parts warranty stated in Clause 22, provided that mandatory local regulations or statutory rights regarding parts and workmanship take precedence where applicable.

These commercial warranty periods do not restrict any longer statutory rights or legal guarantees available to a Consumer under applicable international laws.

Proof of purchase may be required before any warranty claim is considered.

16.3 Manufacturer’s Discretion

Where a valid warranty claim is accepted, Ecor Pro may, at its sole discretion and subject to the mandatory Applicable Law of the country in which the Product was purchased, repair the Product, replace the Product or defective component, supply a new or refurbished equivalent, provide a successor model, reduce the price or issue a refund where legally required or commercially appropriate. Warranty coverage, duration, available remedies, claim procedures, transport responsibility and territorial support may vary according to the country of purchase, the Seller, the sales channel and mandatory local law. The warranty applicable to a Product is the warranty published or supplied for the country and sales channel in which that Product was originally purchased; no cross-border warranty coverage is implied unless Ecor Pro confirms it in writing or Applicable Law requires it.

Replacement shall constitute full satisfaction of the warranty obligation.

16.4 Repair or Replacement Components

A replacement component may be new, remanufactured, factory-refurbished, reconditioned or functionally equivalent, provided it meets Ecor Pro’s applicable quality standards and is suitable for the relevant Product.

Unless a longer period is required by mandatory Applicable Law: (a) a spare part sold separately carries the three (3) month Spare Parts Warranty in Clause 22; (b) a part supplied and installed during a chargeable repair is covered by the six (6) month Repair Warranty in Clause 23; and (c) a part supplied as a remedy under the original Manufacturer’s Warranty is covered for the remaining period of that original warranty and does not restart or extend it, unless Ecor Pro expressly agrees otherwise in writing.

16.5 Warranty Repairs

Warranty repairs shall be performed: by Ecor Pro, an authorised Ecor Pro Service Centre, an authorised distributor and an approved repair contractor.

• or another service provider appointed by Ecor Pro.

Repairs undertaken without prior written authorisation from Ecor Pro may invalidate warranty coverage to the extent the unauthorised work causes or contributes to the defect, except where prohibited by Applicable Law.

16.6 Worldwide Warranty Territory and Country of Purchase

Ecor Pro supplies Goods worldwide; however, the applicable Manufacturer’s Warranty is the warranty published, quoted or supplied for the Product’s original country of purchase, Seller and sales channel. Warranty duration, remedies, claim procedures, service availability, response times, transport responsibility, customs treatment and replacement-parts support may vary between countries and regions to align with local market standards and regulatory frameworks, such as the Magnuson-Moss Warranty Act and state laws in the United States, Australian Consumer Law (ACL), UK Consumer Rights Act, and EU consumer protection directives. Mandatory statutory rights in the country of purchase or Consumer’s country of residence remain unaffected where Applicable Law requires.

Unless Ecor Pro confirms otherwise in writing or mandatory Applicable Law requires otherwise, warranty service is administered in the country or region where the Product was originally supplied by Ecor Pro or its authorised distribution network. A Product is not automatically entitled to identical warranty service in every country merely because Ecor Pro sells Goods worldwide.

For a Product exported, relocated, resold or used outside its original country of supply—including cross-border shipments between the UK, EU, USA, Australia, and other international territories—Ecor Pro may require the claim to be handled by the original Seller, supplying distributor or an authorised regional service centre, in alignment with Clause 20.1 and Clause 20.2. Cross-border support is subject to local service capability, technical compatibility, replacement-parts availability, export and import restrictions, customs regulations, and local law.

Unless Ecor Pro agrees otherwise or mandatory law requires otherwise, additional cross-border transport, insurance, customs, duties, taxes, brokerage and handling costs are payable by the Customer, and uncollected items remain subject to the provisions outlined in Clause 29.9 and Schedule 1 where applicable.

16.7 Transferability

Unless expressly agreed otherwise in writing, Manufacturer’s Warranties are provided to the original purchaser.

Where local law provides that warranty rights transfer with ownership, those statutory rights shall remain unaffected.

Commercial warranties offered in addition to statutory rights shall only transfer where expressly authorised by Ecor Pro.

16.8 Commercial Nature of Warranty

The Manufacturer’s Warranty is a voluntary commercial warranty provided in addition to, and not in substitution for, any mandatory statutory rights available to Consumers under Applicable Law.

Nothing contained within this Warranty limits, excludes or restricts any statutory rights that cannot lawfully be excluded.

17. CONDITIONS OF WARRANTY

17.1 Correct Installation

Warranty cover is conditional upon the Product being: correctly installed, correctly commissioned, correctly operated, correctly maintained and correctly serviced.

in accordance with: Ecor Pro documentation, recognised industry practice, applicable legislation, applicable electrical regulations and applicable building regulations.

• manufacturer instructions.

17.2 Maintenance

The Customer shall ensure routine maintenance is undertaken at appropriate intervals.

Failure to maintain: filters, drainage, airflow, ventilation, electrical connections, refrigerant systems, desiccant rotors, heaters, fans, pumps and controls.

may invalidate warranty where such failure has caused or materially contributed to the defect.

17.3 Environmental Conditions

Products must be operated within their published operating limits.

Warranty does not extend to damage caused by operation outside specified: temperature ranges, humidity ranges, airflow requirements, voltage limits, frequency limits, altitude limits and environmental classifications.

• ingress protection ratings.

17.4 Genuine Parts

Warranty applies only where genuine Ecor Pro approved replacement components have been used unless Applicable Law provides otherwise.

The use of non-approved replacement parts which directly cause or contribute to failure may invalidate warranty for the affected component.

17.5 Product Modification

Warranty shall not extend to failures arising from unauthorised: modifications, alterations, conversions, software changes, firmware changes, structural alterations, electrical alterations and plumbing alterations.

• refrigerant alterations.

17.6 Customer Cooperation

The Customer shall provide all reasonable assistance required to investigate a warranty claim, including: serial numbers, proof of purchase, installation details, photographs, operating history, service records, error codes, maintenance records and environmental conditions.

• access for inspection where reasonably required.

Failure to provide reasonably requested information may delay assessment of the warranty claim.

18. WARRANTY EXCLUSIONS

18.1 General

Subject always to any mandatory statutory rights that cannot lawfully be excluded, this Manufacturer’s Warranty shall not apply where a defect, failure or damage results wholly or partly from any of the circumstances described in this Clause.

The burden of demonstrating that a defect falls within the scope of this voluntary Manufacturer’s Warranty shall rest with the Customer, provided that nothing in this clause limits any statutory burden of proof imposed by Applicable Law.

18.2 Normal Wear and Tear

This Warranty does not cover deterioration arising from normal wear and tear including, without limitation: cosmetic deterioration, scratches, dents, paint fading, discolouration, surface corrosion not resulting from manufacturing defects, seals, gaskets, bearings subject to normal service life, brushes, belts, wheels, castors, handles, filters, lamps, batteries, consumable drying media, desiccant performance degradation within published service expectations and sacrificial components and any component identified within the Product Manual as a consumable or service item.

18.3 Improper Installation

Warranty shall not apply where damage results from: installation contrary to Ecor Pro instructions, incorrect electrical connection, incorrect voltage supply, inadequate circuit protection, unsuitable drainage arrangements, unsuitable ductwork design, inadequate ventilation, insufficient airflow, improper condensate disposal, incorrect refrigerant pipework and unauthorised commissioning.

• failure to follow installation instructions.

18.4 Misuse

Warranty shall not extend to damage caused by: misuse, abuse, neglect, accidental damage, vandalism, improper storage, improper transportation after delivery, improper handling, operation outside the published specification, operation contrary to safety instructions and operation with damaged components.

• continued use after a fault has become apparent where this materially increases the damage.

18.5 Environmental Damage

Warranty shall not apply where failure results from exposure to: flooding, fire, lightning, storm damage, earthquakes, subsidence, corrosive chemicals, aggressive industrial atmospheres, and saltwater exposure beyond the Product specification. This includes, without limitation, damage caused by water ingress, moisture accumulation, dust, dirt, abrasive particles, chemical agents, excessive heat, thermal stress, or other environmental elements not explicitly covered under the Product’s published specifications. Furthermore, the warranty does not cover:

• Marine environments where the Product is not specifically approved for such use.
• Explosive atmospheres.
• Hazardous environments.
•  
• Biological contamination.
• Insect infestation.
• Rodent damage.
• Mould growth unrelated to a manufacturing defect.
• Any other abnormal, severe, or extreme environmental condition falling outside the designated operational parameters of the Goods.

18.6 Incorrect Power Supply

Warranty does not extend to damage caused by: power surges, voltage fluctuations, brownouts, blackouts, unstable generators, inadequate earthing, incorrect phase supply, reversed polarity, harmonic distortion, electrical spikes, electrical interference and improper extension leads.

• unsuitable power supplies.

18.7 Lack of Maintenance

Warranty shall not apply where failure has resulted from failure to carry out reasonable maintenance including: cleaning filters, replacing consumables, clearing drainage systems, maintaining airflow, removing excessive dust accumulation, servicing refrigeration systems where required and servicing electrical components where recommended.

• periodic inspection specified within the Product Manual.

18.8 Unauthorised Repairs

Warranty shall not cover faults arising from repairs, servicing, dismantling or modification undertaken by persons not authorised by Ecor Pro where such work causes or contributes to the defect.

Emergency work reasonably required to prevent injury or significant property damage shall not automatically invalidate warranty, provided Ecor Pro is notified promptly and appropriate evidence is retained.

18.9 Third-Party Accessories

Warranty shall not extend to failures caused by: incompatible accessories, third-party controls, third-party sensors, aftermarket electrical components, third-party software, third-party firmware, incompatible replacement parts or other products not approved by Ecor Pro.

where such items cause or contribute to the failure.

18.10 Consumables

Unless expressly stated otherwise in writing, consumable items are excluded from this Manufacturer’s Warranty.

Consumables include, without limitation: filters, disposable cartridges, batteries, fuses, lubricants, cleaning agents, desiccants intended for replacement and packaging materials and other items with a normal service life requiring periodic replacement.

19. APPLICATION-SPECIFIC WARRANTY PROVISIONS

19.1 Domestic Applications

Products designed and marketed for domestic or residential use are warranted only when installed, operated and maintained within a normal residential environment.

Use in commercial, industrial, institutional or hire applications may reduce or invalidate the applicable commercial warranty where clearly identified in the product documentation.

19.2 Commercial Applications

Commercial products are designed for use within commercial premises operating under normal business conditions.

The Customer acknowledges that continuous or intensive commercial operation may result in greater wear than domestic use and that routine servicing is essential to maintain reliable performance.

19.3 Industrial Applications

Where Products are installed within industrial environments, the Customer shall ensure the operating conditions remain within the published environmental specifications.

Operation in environments involving excessive dust, fibres, corrosive substances, chemicals or other contaminants may require enhanced maintenance schedules. Damage arising solely from failure to implement such maintenance shall not be covered by this Warranty.

19.4 Construction Drying

Products used for construction drying, structural drying, water damage restoration or disaster recovery shall:

• be correctly sized for the application;
• receive routine maintenance appropriate to the operating environment;
• be protected from contamination by cement dust, plaster dust or other abrasive materials where practicable; and
• be operated in accordance with Ecor Pro guidance.

Failure caused directly by contamination, misuse or operation outside published specifications shall not be covered.

19.5 Hire Fleet

Products used within equipment rental or hire fleets remain eligible for warranty provided: maintenance records are retained, routine inspections are documented, Products are serviced at appropriate intervals and serial numbers remain legible.

• genuine approved replacement parts are used where required.

Ecor Pro reserves the right to request maintenance records when assessing claims relating to hire fleet equipment.

19.6 Swimming Pool Applications

Where Products are specifically approved for swimming pool or spa applications, the Customer shall ensure that installation complies with all published guidance regarding: airflow, ventilation, corrosion protection, condensate drainage, electrical safety and chemical exposure and environmental operating limits.

Products not expressly approved for swimming pool environments shall not be warranted against corrosion or deterioration arising from prolonged exposure to chlorinated or chemically aggressive atmospheres.

19.7 Marine Applications

Products specifically designated for marine use shall be installed and maintained in accordance with Ecor Pro’s marine installation guidance.

Unless expressly stated otherwise, Products not designed for marine environments are not warranted against failures caused by salt-laden air, saltwater exposure or accelerated corrosion associated with marine conditions.

20. SPECIAL WARRANTY PROVISIONS

20.1 International Warranty

International warranty coverage and territorial administration are governed by Clause 16.6. The fact that Goods are sold, shipped or supported worldwide does not create a single identical or automatically portable worldwide warranty.

Where a Product is permanently relocated to another country, Ecor Pro may, at its discretion, approve transfer of warranty administration to an authorised distributor or service centre in the new country. Approval may be subject to technical compatibility, local certification, service capability, parts availability, proof of purchase and payment of additional costs.

• Unless otherwise agreed in writing or required by mandatory Applicable Law, customs duties, import charges, cross-border transportation, insurance and related costs remain the Customer’s responsibility.

20.2 Cross-Border Warranty Claims

Where a warranty claim is made outside the original country of supply, Ecor Pro may require the Product to be returned to the original Seller or supplying distributor, delivered to an authorised regional service centre, repaired by an approved service provider, or supported through the supply of an approved replacement component for local installation. The selected procedure remains subject to mandatory Applicable Law, safety considerations and technical feasibility.

Nothing in this clause affects mandatory statutory rights under Applicable Law.

20.3 Distributor-Supplied Products

Where Goods are supplied through an authorised distributor, dealer, reseller or marketplace seller, the Customer’s Contract and statutory claims are against the legal Seller identified on the receipt, Order Confirmation or invoice. Any Ecor Pro Manufacturer’s Warranty is additional to those rights. Warranty claims may initially be administered through the authorised seller or supplying distributor in accordance with Ecor Pro’s published procedures.

20.4 Distributor Authority

Unless expressly authorised in writing by Ecor Pro, a distributor, dealer, reseller or marketplace seller may not create, extend, shorten, vary or amend the Manufacturer’s Warranty; make guarantees inconsistent with Ecor Pro documentation; admit liability on behalf of Ecor Pro; approve goodwill claims or free replacements; alter warranty periods; or modify these Terms.

Any such representation shall be binding upon Ecor Pro only where confirmed in writing by an authorised Director of Ecor Pro.

20.5 Online Marketplace Purchases

Products purchased through online marketplaces remain eligible for the Manufacturer’s Warranty provided that:

• the Product is genuine;
• the Product was supplied by Ecor Pro or an authorised seller;
• proof of purchase can be produced;
• the serial number has not been removed or altered.

20.6 Counterfeit Products

No warranty of any kind shall apply to counterfeit products or products that have been fraudulently represented as genuine Ecor Pro products.

Ecor Pro reserves the right to retain counterfeit products where required by Applicable Law or to cooperate with enforcement authorities investigating counterfeit goods.

20.7 Products Purchased at Auction

Unless otherwise required by Applicable Law, Products purchased through: liquidation sales, insolvency auctions, government auctions, salvage sales, insurance disposals and unapproved asset disposals.

shall only benefit from any remaining balance of the original Manufacturer’s Warranty where ownership can be satisfactorily established and the Product has not been materially altered or damaged.

21. OEM, PRIVATE LABEL AND CUSTOM PRODUCTS

21.1 OEM Warranty

Unless expressly agreed otherwise in writing, the standard Ecor Pro Manufacturer’s Warranty does not apply to OEM, private-label, own-brand or white-label Goods. Responsibility for any warranty offered to distributors, retailers or end users shall reside with the OEM partner or Customer.

Where agreed, Ecor Pro may include a specified percentage or quantity of spare parts or replacement components with the shipment to support the OEM partner’s or Customer’s warranty obligations. The applicable allowance shall be stated in the quotation, Order Confirmation or supply agreement. Nothing in this Clause excludes any obligation or liability that cannot lawfully be excluded under Applicable Law.

21.2 Customer-Specified Components

Where components are specified or supplied by the Customer:

• Ecor Pro shall not warrant those components except to the extent expressly agreed;
• any manufacturer’s warranty transferable from the original supplier may be passed to the Customer where available;
• failures caused by Customer-specified components shall not invalidate warranty for unrelated Ecor Pro components.

21.3 Private Label Products

Private-label, own-brand and white-label Goods are subject to Clause 21.1 and to any warranty support or spare-parts allowance expressly agreed in the relevant quotation, Order Confirmation or supply agreement.

The standard Ecor Pro Manufacturer’s Warranty shall apply only where it is expressly incorporated in writing.

21.4 Customer Branding

Application of the Customer’s branding, labels or packaging does not create or extend an Ecor Pro Manufacturer’s Warranty unless expressly agreed in writing. The OEM partner or Customer remains responsible for warranties and representations made under its own name or brand.

21.5 Software and Customer Programming

Where software, firmware or programmable controllers are modified by the Customer or a third party without written approval from Ecor Pro, warranty shall not extend to failures caused by or arising from such modifications.

22. SPARE PARTS WARRANTY

22.1 Genuine Spare Parts

Only genuine Ecor Pro spare parts or parts expressly approved by Ecor Pro should be used when repairing Products.

The use of non-approved components which directly cause damage or malfunction may invalidate warranty for the affected components.

22.2 Warranty Period for Spare Parts

Unless otherwise expressly specified in writing and subject to mandatory Applicable Law, replacement spare parts supplied separately are warranted against defects in materials and workmanship for three (3) months from the date of supply. This commercial Spare Parts Warranty does not restrict any longer mandatory statutory right available to a Consumer.

22.3 Exclusions

The Spare Parts Warranty shall not cover: normal wear, incorrect installation, incorrect diagnosis, accidental damage, misuse and failure caused by unrelated components.

• consequential damage arising from improper installation.

22.4 Availability of Spare Parts

Ecor Pro shall use reasonable commercial endeavours to maintain replacement parts for discontinued Products for a commercially reasonable period.

However, Ecor Pro does not guarantee indefinite manufacture or availability of any specific component.

Where original parts become unavailable, Ecor Pro may: redesign the component, supply an equivalent replacement and supply a refurbished component.

• recommend replacement of the Product where repair is no longer technically or economically viable.

23. REPAIR WARRANTY

23.1 Warranty on Repairs

Repairs carried out by Ecor Pro or an authorised service provider shall be warranted against defects in workmanship for six (6) months from completion of the repair unless otherwise stated in writing.

This Repair Warranty applies only to the work undertaken and the replacement components installed.

23.2 Scope

The Repair Warranty does not restart or extend the original Manufacturer’s Warranty unless expressly required by Applicable Law or agreed by Ecor Pro in writing.

23.3 Repeat Failures

Where a repaired component fails due to defective workmanship during the Repair Warranty period, Ecor Pro shall, at its option:

• repair the defect;
• replace the defective repair component; or
• refund the repair charge relating solely to the defective repair.

23.4 Exclusions

The Repair Warranty shall not cover failures caused by: unrelated faults, Customer misuse, accidental damage occurring after repair, environmental damage, subsequent modification and failure to follow operating instructions.

• continued operation after a new fault becomes apparent.

24. WARRANTY CLAIMS, RETURNS AND RMA PROCEDURE

24.1 Return Merchandise Authorisation (RMA)

No Product shall be returned to Ecor Pro without first obtaining a valid Return Merchandise Authorisation (“RMA”) number issued by Ecor Pro or its authorised service representative.

An RMA number authorises the return of a Product for inspection only and shall not constitute: acceptance of liability, acceptance of a warranty claim, confirmation that a defect exists and agreement to repair or replace the Product or agreement that any costs will be borne by Ecor Pro.

24.2 Information Required

To enable efficient assessment of a warranty claim, the Customer shall provide, where reasonably available: Product model, serial number, date of purchase, proof of purchase, supplier details, installation address, date of installation, date fault first occurred, detailed description of the fault, photographs, videos where appropriate, error codes, controller readings, service history, maintenance records and operating conditions and any additional information reasonably requested by Ecor Pro.

Failure to provide sufficient information may delay the assessment of the claim.

24.3 Remote Diagnostics

Before authorising return of a Product, Ecor Pro may require reasonable remote diagnostic procedures to be undertaken, including: visual inspection, photographic evidence, video demonstrations, electrical measurements, operational testing, controller diagnostics, software or firmware log retrieval and installation verification and other reasonable troubleshooting procedures.

Where the issue can reasonably be resolved remotely, Ecor Pro may provide technical guidance, replacement components or software updates without requiring return of the Product.

24.4 Packaging Requirements

Products returned to Ecor Pro shall be adequately packaged to prevent damage during transit.

Where reasonably practicable: the original packaging should be used, all accessories should be secured, moving components should be protected and liquids should be drained where appropriate.

• the Product should be clean and safe to handle.

Where Ecor Pro’s return instructions, the Product’s size or weight, carrier requirements or safe-handling considerations require a Product to be secured on a pallet, the Customer must return it properly packed, protected and secured on a suitable pallet. If a Product required to be palletised is returned without a pallet or is inadequately palletised, Ecor Pro may refuse collection or delivery and may charge the Customer all reasonable repacking, pallet, handling, storage, collection, redelivery, carrier and administration costs incurred, subject to mandatory Applicable Law.

Ecor Pro reserves the right to reject or charge for damage caused solely by inadequate packaging during return transport.

24.5 Transport

Unless otherwise agreed in writing:

• transport arrangements shall be made in accordance with the accepted warranty procedure;
• transport responsibilities shall be allocated by Ecor Pro following initial assessment;
• where a claim is subsequently accepted as a valid warranty claim, reasonable transport costs approved in advance by Ecor Pro may be reimbursed;
• where a claim is rejected, return transport and associated costs may be the responsibility of the Customer.

24.6 Inspection

Every returned Product shall be subject to technical inspection by Ecor Pro or an authorised service provider.

Inspection may include: visual examination, electrical testing, mechanical testing, refrigeration testing, airflow testing, humidity performance testing, software analysis, firmware verification, dismantling where reasonably necessary and laboratory examination.

• metallurgical analysis where appropriate.

Inspection findings shall determine whether the claim falls within the scope of this Manufacturer’s Warranty.

25. WARRANTY ASSESSMENT

25.1 Technical Evaluation

All Goods shall be inspected to Mil-Standard prior to leaving the factory, with details recorded on an inspection report. Following inspection, Ecor Pro shall determine whether the Product contains a manufacturing defect, operates within specification, or is affected by installation, operation, environmental conditions, misuse or accidental damage, and whether warranty cover applies. The decision shall be based upon the evidence reasonably available and applicable technical standards.

25.2 Manufacturer’s Decision

Where a claim is accepted, Ecor Pro shall determine the most appropriate remedy in accordance with Clause 16.

Where a claim is rejected, Ecor Pro shall provide a reasonable explanation of the principal grounds for rejection where practicable.

Nothing in this clause limits any rights available to the Customer under Applicable Law.

25.3 No Fault Found (NFF)

Where reasonable inspection and testing demonstrate that the Product operates within its published specification, no defect can reasonably be identified, or the reported symptoms cannot be reproduced, Ecor Pro may classify the Product as No Fault Found (“NFF”).

Ecor Pro may charge the applicable NFF inspection and diagnostic fee stated in Schedule 1, together with any reasonable transport, packaging, storage or other applicable charges. Payment may be required before the Product is returned, collected or otherwise released to the Customer. Nothing in this Clause affects any mandatory statutory rights available to Consumers.

25.4 Intermittent Faults

Where intermittent faults cannot reasonably be reproduced during inspection, Ecor Pro may: continue testing for a reasonable period, return the Product with diagnostic findings, recommend further monitoring, recommend installation changes and recommend environmental improvements.

• recommend replacement of related system components.

26. DIAGNOSTIC, SERVICE AND ADMINISTRATION CHARGES

26.1 Non-Warranty Claims

Where inspection establishes that the Product is not covered by the Manufacturer’s Warranty, Ecor Pro may charge reasonable fees for: inspection, diagnostics, testing, dismantling, cleaning, administration, quotations, reassembly, packaging and storage and return transport.

Details of applicable charges shall be made available upon request or communicated before chargeable work is undertaken where reasonably practicable.

26.2 Customer Approval

Where repair costs are payable by the Customer, Ecor Pro shall normally provide an estimate before commencing chargeable repairs, except where emergency work has been expressly authorised or the Customer has agreed alternative arrangements.

26.3 Uncollected Products

Where repaired or inspected Products are not collected, or delivery instructions are not provided, within a reasonable period after notification, Ecor Pro may: charge reasonable storage costs, issue further notices and recover outstanding charges.

• exercise any applicable lien or other legal rights available under Applicable Law; and
• after providing reasonable notice where required by law, dispose of or recycle the Product in accordance with Applicable Law if it remains uncollected.

26.4 Customer-Induced Damage

Where additional work is required due to: contamination, poor packaging, missing components, unauthorised modifications, incorrect installation, transport damage after risk has passed or Customer instructions.

Ecor Pro reserves the right to charge the reasonable additional costs incurred.

27. GOODWILL REPAIRS, SAFETY ACTIONS AND PRODUCT SUPPORT

27.1 Goodwill Repairs

From time to time, Ecor Pro may, entirely at its sole discretion, offer repairs, replacement parts, technical assistance or other support outside the terms of the Manufacturer’s Warranty as a gesture of commercial goodwill.

Any goodwill assistance: shall not constitute an admission of liability, shall not create any legal precedent and shall not extend or restart any warranty period.

• shall not create any continuing obligation to provide similar assistance in future cases; and
• may be withdrawn at any time prior to acceptance by the Customer.

27.2 Commercial Goodwill Factors

When considering a goodwill request, Ecor Pro may take into account, amongst other factors: age of the Product, operating hours where available, maintenance history, service records, purchase channel, Customer relationship, previous warranty history, availability of replacement parts, technical feasibility of repair and overall condition of the Product and any other relevant commercial or technical circumstances.

No single factor shall oblige Ecor Pro to provide goodwill assistance.

27.3 Safety-Related Defects

Where Ecor Pro reasonably believes that a Product may present a safety risk, Ecor Pro reserves the right to require the Product to be: withdrawn from service, inspected, repaired, modified, updated, replaced or returned.

as may be reasonably necessary to protect users, property or the public.

The Customer shall cooperate with all reasonable safety-related requests.

27.4 Product Safety Notices

Where Ecor Pro issues: Safety Notices, Technical Bulletins, Mandatory Service Bulletins, Product Improvement Programmes, Recall Notices or Corrective Action Notices.

the Customer shall take reasonable steps to comply with those notices within the timescales specified.

Failure to comply with mandatory safety instructions may affect warranty coverage where the failure directly contributes to subsequent damage.

27.5 Regulatory Recalls

Nothing within these Terms shall limit Ecor Pro’s right or obligation to undertake voluntary or mandatory product recalls in accordance with Applicable Law.

Where a recall is initiated, Ecor Pro shall determine the appropriate corrective action, which may include: inspection, repair, replacement, software update, firmware update and refund where legally required or another appropriate remedy.

SPECIAL TERMS – TOYOTOMI BRANDED GOODS

28. ADDITIONAL TERMS APPLICABLE TO TOYOTOMI BRANDED GOODS

28.1 Application

The provisions contained within this Part V apply exclusively to all Toyotomi branded Goods supplied, distributed or serviced by Ecor Pro Limited or its authorised representatives.

Where any provision contained within this Part V conflicts with any general warranty or servicing provision contained elsewhere within these Terms, the provisions contained within this Part V shall prevail in respect of Toyotomi branded Goods only.

Nothing contained within this Part V limits or excludes any statutory rights available to Consumers under Applicable Law.

28.2 Safe Operation

Toyotomi branded Goods are precision liquid-fuel heating appliances designed and manufactured for safe operation only when installed, operated, serviced and maintained strictly in accordance with the manufacturer’s operating instructions supplied with the appliance.

The Customer acknowledges that the safe, efficient and reliable operation of Toyotomi branded Goods depends upon: the use of approved fuel, correct installation, suitable operating conditions, regular maintenance, proper storage and routine inspection and compliance with all operating instructions.

Failure to comply with the above requirements may invalidate the Manufacturer’s Warranty where such failure causes or contributes to the reported defect.

28.3 Approved Fuel

Only fuel expressly specified by Toyotomi for the relevant appliance shall be used.

Without limitation, the following shall not be used: petrol, diesel, biofuel, heating oil, waste oil, solvents, kerosene substitutes, contaminated fuel, stale fuel, water-contaminated fuel, recycled fuel and mixed fuel or any other fuel not expressly approved by Toyotomi.

Use of non-approved fuel may: permanently damage the appliance, create unsafe operating conditions, reduce combustion efficiency, increase carbon deposits, damage electronic components, damage the wick, produce excessive smoke or odour and invalidate the Manufacturer’s Warranty and require chargeable servicing or repair.

28.4 Fuel Storage

Fuel shall only be stored in clean containers specifically intended for approved Toyotomi fuel and labelled C1 Class BS2869 (or any equivalent specification adopted from time to time).

Fuel containers shall remain free from: water, condensation, rust, dirt, dust, biological contamination and fuel degradation and foreign substances.

Ecor Pro accepts no liability whatsoever for damage resulting from contaminated fuel supplied by third parties.

28.5 Operating Conditions

The Customer shall ensure that every Toyotomi appliance:

a) is installed upon a stable and level surface;

b) receives adequate ventilation;

c) is operated only within the environmental conditions specified by the manufacturer;

d) is never operated in enclosed spaces contrary to the operating instructions;

e) is not used where explosive vapours or flammable materials are present;

f) is inspected before use;

g) is cleaned regularly as per manual instructions and Toyotomi guidance;

h) is stored correctly when not in use; and

i) is used solely for its intended purpose.

28.6 Maintenance

Routine maintenance shall be carried out at appropriate intervals.

Maintenance may include, where applicable: combustion chamber cleaning, burner cleaning, fuel system inspection, ignition system inspection, safety device inspection, filter cleaning, removal of carbon deposits, replacement of service consumables, operational testing and performance verification and any other maintenance recommended by Toyotomi.

Failure to carry out routine maintenance may invalidate the Manufacturer’s Warranty where such failure causes or contributes to the reported defect.

28.7 Consumable Components

The following components are regarded as normal service consumables: wicks, igniters, batteries, filters, seals, gaskets, lamps, fuel strainers and fuel caps and similar service items.

Normal wear, deterioration or replacement of consumable components does not constitute a manufacturing defect.

Replacement of consumable components during normal use shall remain the Customer’s responsibility unless otherwise required by Applicable Law.

28.8 Exclusions

Without prejudice to the general warranty exclusions contained elsewhere within these Terms, the Manufacturer’s Warranty shall not apply where any defect arises directly or indirectly from: contaminated fuel, unsuitable fuel, incorrect storage of fuel, failure to clean the appliance, failure to carry out routine servicing, operation outside the manufacturer’s instructions, environmental contamination, misuse, abuse, accidental damage, unauthorised repair, modification, incorrect transportation and commercial misuse or any cause unrelated to a manufacturing defect.

28.9 Relationship with General Terms

Except as expressly modified by these Special Toyotomi Terms, all remaining provisions contained within these Terms, including payment, limitation of liability, retention of title, dispute resolution and governing law, shall continue to apply in full to Toyotomi branded Goods.

29. TOYOTOMI TRANSPORTATION, COLLECTION, STORAGE AND ABANDONED GOODS

29.1 Return Material Authorisation (RMA)

Before returning any Toyotomi branded Goods for inspection, servicing or repair, the Customer shall obtain Ecor Pro’s prior written authorisation and, where applicable, a valid Return Material Authorisation (“RMA”) number.

The issue of an RMA authorises only the return of the Goods for inspection and shall not constitute: acceptance of liability, acceptance of a warranty claim, confirmation that the Goods are defective and agreement to carry out repairs or acceptance of any repair quotation.

The Customer shall return the Goods strictly in accordance with Ecor Pro’s written return instructions.

Where the Customer fails to comply with such instructions, Ecor Pro reserves the right to refuse delivery, reject the Goods or recover any additional costs reasonably incurred.

29.2 Preparation of Goods for Return

Unless otherwise agreed in writing, the Customer shall ensure that all Goods returned for inspection or repair:

a) are clean and free from excessive dirt, dust, debris or contamination;

b) are adequately packaged to prevent damage during transportation;

c) include all accessories, controllers, power supplies, remote controls and detachable components reasonably required to investigate the reported fault;

d) are clearly marked with the applicable RMA number where requested;

e) are accompanied by proof of purchase and sufficient information to identify the Customer and the reported fault; and

f) comply with any additional return instructions issued by Ecor Pro.

Failure to comply with this Clause may result in delays, additional charges or rejection of the returned Goods.

29.3 Goods Containing Fuel or Other Fluids

Where Goods contain fuel, water, refrigerant, chemicals, oils or any other substance capable of leaking during transportation, the Customer shall ensure that the Goods are properly drained, isolated, sealed and prepared for safe transportation where reasonably practicable.

Toyotomi paraffin heaters shall be completely emptied of fuel before transportation unless otherwise authorised in writing by Ecor Pro.

Ecor Pro reserves the right to refuse delivery of any appliance containing fuel where transportation would present a health, safety or environmental risk.

29.4 Contaminated Goods

The Customer shall not return Goods contaminated by: sewage, biological waste, hazardous chemicals, asbestos, excessive mould, vermin, insects, oil contamination, fuel contamination, saltwater contamination beyond the intended operating environment or any other hazardous substance.

unless Ecor Pro has first confirmed in writing that the Goods may be accepted.

Where contaminated Goods are received without prior notification, Ecor Pro reserves the right to: refuse inspection, quarantine the Goods, arrange specialist cleaning, return the Goods to the Customer and dispose of contaminated packaging where reasonably necessary and recover all reasonable costs thereby incurred.

Ecor Pro shall determine, acting reasonably, whether returned Goods present an unacceptable health, safety or environmental risk.

29.5 Risk During Transportation

Risk in Goods returned for inspection or repair shall remain with the Customer until the Goods have been received and accepted by Ecor Pro.

Where the Customer arranges transportation, Ecor Pro accepts no responsibility for any loss of or damage to the Goods occurring prior to receipt.

Ecor Pro recommends that all returned Goods are transported using an appropriately insured and trackable delivery service.

Where Goods are damaged during transportation due to inadequate packaging or failure to comply with Ecor Pro’s return instructions, any resulting repair shall be chargeable and shall not constitute a valid warranty claim.

29.6 Transportation Costs

Unless otherwise agreed in writing, the Customer shall remain responsible for: collection costs, carriage charges, delivery charges, transportation insurance, customs duties, import taxes, export formalities, brokerage fees and storage charges and all other costs associated with transportation of the Goods.

Where warranty repairs are carried out, Ecor Pro shall determine, acting reasonably, whether transportation costs are recoverable under the applicable Manufacturer’s Warranty.

29.7 Collection Following Repair

Following completion of inspection, servicing or repair, Ecor Pro shall notify the Customer that the Goods are available for collection or dispatch.

The Customer shall collect the Goods or provide appropriate delivery instructions within seven (7) calendar days of such notification unless otherwise agreed in writing.

Where the Customer requests delivery, Ecor Pro may arrange transportation using a carrier of its choice unless alternative arrangements have been agreed.

Delivery dates following repair are estimates only and shall not constitute contractual obligations.

Ecor Pro shall not be liable for delays arising from: carrier delays, customs clearance, adverse weather conditions, transport disruption, industrial action and Force Majeure or any other circumstance beyond Ecor Pro’s reasonable control.

29.8 Storage Charges

Where repaired Goods remain uncollected for more than seven (7) calendar days following notification, Ecor Pro reserves the right to charge reasonable storage charges.

Storage charges shall accrue on a daily basis until the Goods are:

a) collected;

b) dispatched; or

c) otherwise disposed of in accordance with these Terms.

29.9 Abandoned Goods

Where the Customer has failed to pay outstanding charges, respond to reasonable communications, collect the Goods or provide delivery instructions for a continuous period exceeding thirty (30) calendar days after written notification that the Goods are ready for collection, Ecor Pro may issue a final written notice requiring collection within seven (7) calendar days.

Where the Customer fails to comply with that notice, Ecor Pro may, to the fullest extent permitted by Applicable Law: continue charging storage; dispose of, recycle or dismantle the Goods for spare parts; sell the Goods; recover all outstanding sums and reasonable inspection, repair, storage, transportation, administration, disposal and sale costs from the proceeds; and account to the Customer for any balance where required by Applicable Law.

Nothing in this Clause obliges Ecor Pro to retain Goods indefinitely.

29.10 Environmentally Regulated Disposal

Where disposal of Goods is required due to environmental legislation, hazardous waste regulations, WEEE Regulations or any equivalent Applicable Law, Ecor Pro may recover all reasonable disposal costs from the Customer.

29.11 Customer Data

Any personal information, passwords, software, configuration settings or other electronic data stored on returned Goods shall remain the sole responsibility of the Customer. Any personal data processed by Ecor Pro in connection with returned Goods, servicing, warranty administration or technical support will be handled in accordance with Ecor Pro’s applicable Privacy Policy, available on the relevant Ecor Pro website.

The Customer should remove, where reasonably practicable, all confidential information before returning the Goods.

Ecor Pro accepts no responsibility for loss of data, software or electronic information except where caused by its negligence or where such liability cannot lawfully be excluded.

29.12 Consumer Rights

Nothing contained within Clause 29 limits or excludes any statutory rights available to Consumers under Applicable Law.

30. TOYOTOMI REPAIR WARRANTY, REPLACEMENT PARTS AND LIMITATION OF REPAIR LIABILITY

30.1 Repair Warranty

Where Ecor Pro carries out chargeable inspection, servicing or repair work to Toyotomi branded Goods, Ecor Pro warrants that such work shall be carried out with reasonable care and skill and in accordance with generally accepted industry standards.

Subject to the Customer’s statutory rights, repairs carried out by Ecor Pro shall be warranted for a period of thirty (30) days from the date the repaired Goods are collected by, delivered to, or otherwise made available to the Customer (the “Repair Warranty Period”).

30.2 Scope of the Repair Warranty

The Repair Warranty applies only to:

a) the specific repair work carried out by Ecor Pro; and

b) replacement components supplied and installed by Ecor Pro during that repair.

The Repair Warranty shall not: extend the original Manufacturer’s Warranty, restart the Manufacturer’s Warranty period, create a new Manufacturer’s Warranty, apply to unrelated faults and apply to components not replaced during the repair or apply after expiry of the Repair Warranty Period.

30.3 Remedy During the Repair Warranty Period

Where a repaired component fails during the Repair Warranty Period as a direct result of defective workmanship or a defective replacement component supplied by Ecor Pro, Ecor Pro shall, at its sole discretion: repair the affected component, replace the affected component and repeat the repair or refund the reasonable repair charge relating solely to the defective repair.

Ecor Pro shall not be obliged to replace the entire appliance unless required by Applicable Law.

30.4 Exclusions from the Repair Warranty

The Repair Warranty does not apply where the reported fault results wholly or partly from accidental damage after repair; misuse, abuse or neglect; failure to follow operating or maintenance instructions; operation outside published conditions; unsuitable electrical supplies; contaminated fuel; unsuitable refrigerants; flooding, fire, corrosion, chemical attack or freezing; transport damage after return to the Customer; unauthorised repair or third-party modification; installation error; environmental conditions; normal wear and tear; or any cause unrelated to Ecor Pro’s repair.

30.5 Consumable Components

The Repair Warranty specifically excludes normal wear or deterioration of consumable items including, without limitation: wicks, batteries, filters, belts, seals, lubricants, refrigerant losses occurring after delivery, desiccant materials, cleaning chemicals, fuses, lamps and ignition consumables and any other component expected to deteriorate through normal use.

30.6 Replacement Components

Where Ecor Pro installs refurbished, remanufactured or reconditioned components during repair, such components shall be deemed fully compliant with these Terms provided they are of equivalent specification, quality and performance.

The use of such components shall not constitute a defect nor reduce the validity of the Repair Warranty.

30.7 Customer Inspection Following Repair

The Customer shall inspect repaired Goods as soon as reasonably practicable following collection or delivery.

Any defect alleged to arise from the repair work shall be notified to Ecor Pro without undue delay following discovery.

30.8 Third-Party Repairs

The Customer shall not permit any third party to dismantle, repair or modify repaired Goods before Ecor Pro has been afforded a reasonable opportunity to investigate the reported defect.

Where unauthorised repair work is carried out before Ecor Pro has had such opportunity, Ecor Pro reserves the right to reject any claim relating to the previous repair to the extent that the third-party work prevents proper assessment.

Nothing in this Clause prevents the Customer from taking reasonable emergency action where immediate repair is necessary to prevent injury, further property damage or another urgent risk.

30.9 Limitation of Repair Liability

Subject always to Clause 34 (Limitation of Liability) and to the fullest extent permitted by Applicable Law, Ecor Pro shall not be liable in connection with any repair carried out under this Clause for: loss of business, loss of contracts, loss of production, loss of profit, loss of anticipated savings, loss of rental income, business interruption, substitute equipment hire, contractor costs, installation costs, removal costs, reinstallation costs, accommodation expenses, travel expenses, consequential loss, indirect loss or special damages.

except where such liability cannot lawfully be excluded.

30.10 Commercial Use

Where repaired Goods are used in commercial, industrial, rental, governmental or continuous-duty applications, the Customer acknowledges that operating conditions may significantly reduce component life.

Unless expressly agreed otherwise in writing, Ecor Pro does not warrant that repaired Goods will achieve the service life of new Goods.

30.11 Future Faults

The Repair Warranty applies solely to the repair undertaken by Ecor Pro.

Ecor Pro does not warrant that repaired Goods shall remain free from future faults unrelated to the repair completed.

30.12 Obsolete Products

Where Goods are beyond their normal service life, obsolete, discontinued or no longer supported by the original manufacturer, Ecor Pro reserves the right to: decline repair, limit the scope of repair and use alternative equivalent replacement components where available or recommend replacement Goods instead.

30.13 Statutory Rights

Nothing contained within this Clause 29 shall exclude or restrict any liability: for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation and arising under applicable product liability legislation or which cannot lawfully be excluded or limited.

This Repair Warranty is provided in addition to, and does not affect, any statutory rights available to Consumers under Applicable Law.

30.14 No Guarantee of Repair

Ecor Pro does not guarantee that every Toyotomi branded appliance can be repaired. Where inspection determines that repair is uneconomical, technically impracticable, impossible due to obsolete parts, or would not restore the Goods to a safe operating condition, Ecor Pro may decline to undertake the repair and recommend replacement Goods instead.

30.15 Availability of Spare Parts

Ecor Pro shall use reasonable endeavours to obtain replacement parts for Toyotomi branded Goods but does not warrant the continued availability of components for discontinued, obsolete or end-of-life products. Repair times may be extended where replacement parts are subject to manufacturer availability, international transportation delays or customs clearance.

30.16 Limitation of Repair Times

Any repair completion dates, estimated turnaround times or expected dispatch dates are estimates only and shall not constitute contractual obligations. Ecor Pro shall not be liable for delays arising from manufacturer lead times, spare parts shortages, customs procedures, transport disruption, Force Majeure events or any other circumstance beyond its reasonable control.

31. SOFTWARE, FIRMWARE AND CONNECTED PRODUCTS

31.1 Scope

This Clause applies to Products incorporating: embedded software, firmware, electronic controllers, programmable devices, remote monitoring capability, internet connectivity, wireless communications and mobile applications or cloud-based services.

31.2 Software Licence

Unless otherwise agreed in writing, software supplied with the Product is licensed, not sold.

The Customer receives a non-exclusive, non-transferable licence to use the software solely for the operation of the Product.

Ownership of all software, firmware and associated intellectual property remains vested in Ecor Pro or its licensors.

31.3 Software Updates

Ecor Pro may, but is not obliged to, make available: firmware updates, software updates, bug fixes, security patches and feature enhancements and performance improvements.

Unless Applicable Law requires otherwise, Ecor Pro does not guarantee that updates will continue to be provided indefinitely.

31.4 Installation of Updates

Where updates are designated as mandatory for safety, security or regulatory compliance, the Customer shall install them within a reasonable time or permit their installation by an authorised service provider.

Failure to install mandatory updates may affect warranty coverage where the failure directly contributes to the defect or safety issue.

31.5 Third-Party Software

Ecor Pro accepts no responsibility for failures caused by: third-party software, unauthorised applications, modified firmware, unauthorised remote access tools and unsupported integrations or unauthorised cyber-security modifications.

31.6 Data Loss

Except where liability cannot lawfully be excluded, Ecor Pro shall not be liable for: loss of data, corruption of data, loss of configuration, interruption of digital services, cyber incidents originating outside Ecor Pro’s systems or incompatibility with third-party software or hardware.

unless directly caused by Ecor Pro’s breach of the Contract.

Customers are responsible for maintaining appropriate backups of any configuration data or operational settings.

32. PRODUCT OBSOLESCENCE AND END-OF-LIFE SUPPORT

32.1 Product Lifecycle

Ecor Pro continuously develops and improves its Products.

Accordingly, Products may become: superseded, discontinued, obsolete and redesigned or replaced by successor models.

Such changes shall not of themselves constitute a defect or give rise to any claim.

32.2 End-of-Life Products

Where a Product reaches End-of-Life (“EOL”), Ecor Pro may discontinue: manufacture, software development, firmware development, technical support, spare parts manufacture and accessory production.

subject to any mandatory obligations imposed by Applicable Law.

32.3 Technical Support

Following discontinuation of a Product, Ecor Pro shall use reasonable commercial endeavours to continue providing technical support for a commercially reasonable period.

However, Ecor Pro does not guarantee indefinite technical support for discontinued Products.

32.4 Replacement Products

Where repair is no longer technically or commercially viable due to Product obsolescence or unavailable components, Ecor Pro may, at its discretion: offer an equivalent replacement Product, offer a successor model, offer refurbished equipment, offer discounted replacement equipment and provide a trade-in programme or decline repair where no practical repair solution exists.

Any commercial terms relating to replacement Products shall be determined separately.

32.5 Compatibility

Ecor Pro does not warrant that replacement Products, successor models, software updates or replacement components will be identical in appearance, dimensions, functionality or technical specification, provided they are reasonably suitable for their intended purpose.

33. EXTENDED WARRANTIES

33.1 Availability

Ecor Pro may offer optional Extended Warranty programmes for selected Products.

Eligibility, pricing, duration and scope shall be determined by the applicable Extended Warranty agreement.

33.2 Conditions

Unless otherwise stated, Extended Warranties remain subject to: correct installation, routine maintenance, compliance with operating instructions and payment of applicable fees.

• completion of any required registration process.

33.3 Scope

Unless expressly stated otherwise, an Extended Warranty extends only the duration of the Manufacturer’s Warranty and does not alter: exclusions, limitations, claim procedures and liability provisions or customer obligations contained within these Terms.

33.4 Cancellation

Where permitted by the applicable Extended Warranty agreement and Applicable Law, Ecor Pro may cancel an Extended Warranty in cases of: fraud, material misrepresentation, deliberate misuse and unauthorised modification of the Product or non-payment of applicable fees.

LIABILITY, LEGAL PROVISIONS AND GENERAL CONDITIONS

34. LIMITATION OF LIABILITY

34.1 General

Nothing contained within these Terms shall exclude or limit liability where such exclusion or limitation would be unlawful under Applicable Law.

Subject to the above, the rights and remedies set out in these Terms represent the complete contractual remedies available in relation to the Goods and Services supplied by Ecor Pro.

34.2 Non-Excludable Liability

Nothing in these Terms excludes or limits liability for: death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, defective products where liability cannot lawfully be excluded and breach of mandatory consumer legislation.

• any liability that cannot lawfully be excluded or restricted under Applicable Law.

34.3 Business Customers

Subject to Clause 34.2, Ecor Pro’s aggregate liability to a Business Customer arising out of or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the total price paid by the Customer for the specific Goods or Services giving rise to the claim.

Where the claim relates only to an individual component, Ecor Pro’s liability may be limited to the value of that component where appropriate and legally permissible.

34.4 Indirect and Consequential Loss

To the fullest extent permitted by Applicable Law, Ecor Pro shall not be liable to Business Customers for any indirect, incidental, special, exemplary or consequential loss, including but not limited to: loss of profit, loss of revenue, loss of anticipated savings, loss of production, loss of contracts, loss of goodwill, loss of reputation, business interruption, loss of opportunity, loss of use, loss of rental income, delay damages, liquidated damages owed to third parties, increased operating costs, financing costs and management time or economic loss arising from downtime of the Product.

34.5 Property Damage

Except where liability cannot lawfully be excluded, Ecor Pro shall not be liable for damage to property resulting from: incorrect installation, inadequate maintenance, incorrect commissioning, misuse, operation outside published specifications, integration with unsuitable systems, Customer modifications and third-party modifications.

• environmental conditions outside Product specification.

34.6 Mitigation

The Customer shall take all reasonable steps to minimise any loss or damage arising from an alleged Product defect.

Failure to take reasonable mitigation measures may reduce recoverable losses to the extent permitted by Applicable Law.

34.7 Time Limit for Claims

Any claim by a Business Customer relating to Goods or Services supplied under these Terms shall be commenced within the limitation period prescribed by Applicable Law.

Nothing in this clause shortens any mandatory statutory limitation period applicable to Consumers.

35. INTELLECTUAL PROPERTY

35.1 Ownership

All intellectual property rights relating to the Goods and Services, including but not limited to: patents, trade marks, copyrights, registered designs, unregistered design rights, database rights, software, firmware, engineering drawings, CAD files, BIM objects, technical documentation, manuals, catalogues, marketing materials, photographs, videos, product names, logos and trade dress.

shall remain the exclusive property of Ecor Pro or its licensors.

Nothing within these Terms transfers ownership of any intellectual property rights to the Customer.

All Ecor Pro products, product concepts and designs are proprietary intellectual property. Ecor Pro’s registered designs are protected as registered design rights in every jurisdiction in which registration has been obtained, and Ecor Pro will enforce those registrations to their fullest extent. Ecor Pro also asserts and reserves worldwide all other registered and unregistered rights in its products, designs, drawings, specifications, technical information, software, firmware, documentation, trade marks, branding and related intellectual property under applicable national laws and international treaties, including in the United Kingdom, the Republic of Ireland, the European Union and North America. No sale, supply, disclosure or use transfers ownership or grants any licence except the limited licence expressly stated in these Terms. Customers and third parties must not copy, reproduce, register, challenge, imitate, reverse engineer or commercially exploit any Ecor Pro design or other intellectual property except to the limited extent that Applicable Law expressly prevents such restriction.

35.2 Limited Licence

Subject to compliance with these Terms, Ecor Pro grants the Customer a limited, non-exclusive, non-transferable licence to use the documentation supplied with the Goods solely for the purpose of installing, operating and maintaining the purchased Product.

The Customer shall not: reproduce, modify, distribute, publish, reverse engineer, decompile (except where expressly permitted by law), translate and exploit commercially or create derivative works from such materials without prior written consent.

35.3 Customer Intellectual Property

Where the Customer provides: drawings, software, branding, specifications, artwork, engineering designs or other intellectual property.

the Customer warrants that it has all necessary rights to permit Ecor Pro to use such materials for the purposes of performing the Contract.

The Customer shall indemnify Ecor Pro against claims arising from infringement of third-party intellectual property rights resulting from Customer-supplied materials.

36. DATA PROTECTION

36.1 Compliance

Each party shall comply with Applicable Data Protection Laws, including, where applicable: UK GDPR, Data Protection Act 2018 and EU GDPR.

• and any equivalent legislation applicable within the relevant jurisdiction, including the United Kingdom, the Republic of Ireland and North America where applicable.

36.2 Processing of Personal Data

Ecor Pro may process personal data for purposes including: order fulfilment, warranty administration, service scheduling, technical support, product safety communications, recalls, regulatory compliance, fraud prevention and legal obligations and legitimate business interests.

Processing shall be undertaken in accordance with Ecor Pro’s applicable Privacy Policy published on the relevant Ecor Pro website, which should be read together with these Terms.

36.3 Marketing Communications

Marketing communications shall only be sent where permitted by Applicable Law and subject to any required consent or lawful basis.

Customers may opt out of marketing communications at any time without affecting service-related communications.

37. CONFIDENTIALITY

37.1 Confidential Information

Each party shall keep confidential all non-public commercial, financial, technical and business information disclosed by the other party in connection with the Contract.

This obligation shall not apply where information:

• is already publicly available through no fault of the receiving party;
• was lawfully obtained from another source;
• is independently developed;
• is required to be disclosed by law or court order.

37.2 Duration

The confidentiality obligations contained within this Clause shall survive termination of the Contract for a period of five (5) years, or such longer period as required by Applicable Law or a separate confidentiality agreement.

38. FORCE MAJEURE

38.1 Force Majeure Events

Neither party shall be liable for delay or failure in performing its obligations where caused by events beyond its reasonable control, including but not limited to: natural disasters, flood, fire, pandemic, epidemic, war, terrorism, civil unrest, government action, sanctions, embargoes, cyber-attacks affecting critical infrastructure, industrial disputes, shortage of raw materials, component shortages, transportation disruption, port closures, power outages, failure of utilities and acts of God or any other event beyond the reasonable control of the affected party.

38.2 Notification

The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to minimise the effects of the Force Majeure event.

38.3 Termination

Where a Force Majeure event continues for an extended period that materially frustrates performance of the Contract, either party may terminate the affected Contract upon reasonable written notice, subject to Applicable Law.

39. TERMINATION

39.1 Termination by Ecor Pro

Without prejudice to any other rights or remedies, Ecor Pro may suspend performance or terminate the Contract by written notice where the Customer:

• materially breaches these Terms and fails to remedy the breach within a reasonable period after notice (where capable of remedy);
• becomes insolvent or enters an insolvency procedure;
• persistently fails to make payments when due;
• provides materially false information;
• breaches export control or sanctions laws; or
• otherwise acts in a manner that would make continued performance unlawful.

Termination shall not affect accrued rights or obligations.

39.2 Effect of Termination

Upon termination:

• all outstanding sums become immediately due where permitted by Applicable Law;
• the Customer shall return any Ecor Pro property held on loan or under retention of title;
• confidentiality obligations shall continue;
• provisions intended to survive termination shall remain in force.

40. NOTICES

40.1 Form of Notice

Unless otherwise required by Applicable Law, any notice or communication relating to the Contract shall be in writing and may be delivered by: personal delivery, recognised courier service, first-class post or equivalent postal service and email to the last notified business email address or any other electronic communication method expressly agreed between the parties.

40.2 Deemed Receipt

Unless evidence to the contrary is produced, notices shall be deemed received:

• if delivered by hand, upon delivery;
• if sent by recognised courier, upon recorded delivery;
• if sent by post, on the second Business Day after posting within the same country, or the fifth Business Day for international post;
• if sent by email, at the time of successful transmission, provided no automated delivery failure notification is received.

Where receipt occurs outside normal business hours at the recipient’s principal place of business, the notice shall be deemed received at the start of the next Business Day.

40.3 Contact Details

Each party shall promptly notify the other of any material change to its registered office, principal place of business or primary contact details.

Failure to provide updated contact details shall not invalidate a notice correctly sent to the last notified address.

41. ASSIGNMENT AND SUBCONTRACTING

41.1 Assignment by the Customer

The Customer shall not assign, transfer, charge, subcontract or otherwise dispose of any rights or obligations under the Contract without the prior written consent of Ecor Pro, such consent not to be unreasonably withheld where appropriate.

41.2 Assignment by Ecor Pro

Ecor Pro may assign, novate, subcontract or otherwise transfer any of its rights or obligations to: any group company, any successor business, any purchaser of substantially all of its assets, any authorised subcontractor, any logistics provider, any authorised repair centre or any other competent third party.

provided that such assignment does not materially reduce the Customer’s statutory rights.

41.3 Subcontracting

Ecor Pro may subcontract any part of the manufacture, assembly, installation, servicing, repair, transportation or administration of the Goods or Services.

Ecor Pro shall remain responsible for the performance of subcontracted obligations to the extent required by Applicable Law.

42. WAIVER

42.1 No Waiver

Failure or delay by Ecor Pro in exercising any right, remedy or power under these Terms shall not constitute a waiver of that right.

Any waiver shall be effective only if made expressly in writing by an authorised representative of Ecor Pro.

42.2 Partial Exercise

The exercise of any right or remedy shall not prevent the subsequent exercise of that or any other right or remedy.

43. ELECTRONIC COMMUNICATIONS AND ELECTRONIC SIGNATURES

43.1 Electronic Contracting

The parties agree that Contracts may be formed by electronic means, including: email, electronic ordering systems, online checkout processes, electronic procurement platforms and electronic acceptance of quotations and other mutually agreed electronic methods.

Such Contracts shall have the same legal effect as contracts concluded in writing, subject to Applicable Law.

43.2 Electronic Signatures

Where permitted by Applicable Law, electronic signatures, digital signatures and secure electronic approval systems shall be deemed valid and enforceable.

43.3 Electronic Records

Electronic records maintained by Ecor Pro in the ordinary course of business may be relied upon as evidence of: quotations, orders, order acknowledgements, dispatch, delivery, warranty registration, service history, repair history, technical correspondence and customer communications.

subject to Applicable Law and the rules of evidence of the relevant jurisdiction.

44. GOVERNING LAW AND JURISDICTION

44.1 Ecor Pro Limited (United Kingdom)

Contracts entered into with Ecor Pro Limited, a company incorporated in England and Wales, shall be governed by and construed in accordance with the laws of England and Wales.

Subject to Clause 44.3, the courts of England and Wales shall have exclusive jurisdiction over disputes arising out of or in connection with such Contracts, unless mandatory law provides otherwise.

44.2 Ecor Pro B.V. (Netherlands)

Contracts entered into with Ecor Pro B.V., a company incorporated in the Netherlands, shall be governed by and construed in accordance with the laws of the Netherlands.

Subject to Clause 44.3, the competent courts of the Netherlands shall have exclusive jurisdiction over disputes arising out of or in connection with such Contracts, unless mandatory law provides otherwise.

44.3 Consumer Contracts

Nothing in these Terms shall deprive Consumers of any mandatory rights relating to governing law or jurisdiction available under Applicable Law.

Where mandatory consumer legislation grants Consumers the right to bring proceedings in their country of residence or another competent jurisdiction, those rights shall remain unaffected. This expressly includes mandatory rights available to Consumers in the United Kingdom, the Republic of Ireland and North America where applicable.

44.4 Alternative Dispute Resolution

Where required by Applicable Law, or where both parties agree, disputes may be referred to mediation or another recognised alternative dispute resolution process before or instead of court proceedings.

Participation in voluntary mediation shall not prevent either party from commencing legal proceedings where necessary to protect its legal rights.

45. GENERAL INTERPRETATION

45.1 Survival

Any provision of these Terms which by its nature is intended to survive termination or expiry of the Contract shall remain in full force and effect, including but not limited to provisions relating to: payment, confidentiality, intellectual property, warranties, limitation of liability, dispute resolution and governing law and indemnities.

45.2 Third-Party Rights

Unless expressly stated otherwise, a person who is not a party to the Contract shall have no right to enforce any provision of these Terms, except where such right is granted by mandatory Applicable Law.

For Contracts governed by the laws of England and Wales, the Contracts (Rights of Third Parties) Act 1999 shall not apply except where expressly stated.

45.3 Interpretation

Headings are included for convenience only and shall not affect the interpretation of these Terms.

Words importing the singular include the plural and vice versa.

References to any legislation include that legislation as amended, replaced, re-enacted or extended from time to time.

References to “including”, “includes” and similar expressions shall be construed as meaning “including without limitation”.

46. DOCUMENT HIERARCHY AND VERSION CONTROL

46.1 Current Version

The version of these Terms published on the applicable Ecor Pro website at the time the Contract is concluded shall apply unless another version is expressly incorporated into the Contract.

46.2 Amendments

Ecor Pro may revise these Terms from time to time.

Any amendments shall apply only to Contracts entered into after the revised version becomes effective unless otherwise agreed or required by Applicable Law.

46.3 Language

These Terms may be translated into other languages for convenience.

In the event of any inconsistency between the English version and a translated version, the English version shall prevail unless mandatory local law requires otherwise.

SCHEDULE 1 – SERVICE, REPAIR AND INSPECTION PRICING

S1.1 Chargeable Services

Unless expressly stated otherwise in writing, all inspection, diagnosis, servicing, maintenance and repair services carried out by Ecor Pro in relation to Toyotomi branded Goods outside the scope of the applicable Manufacturer’s Warranty shall be chargeable.

Ecor Pro reserves the right to determine whether any reported defect falls within the Manufacturer’s Warranty before undertaking any inspection, servicing or repair.

Where the Manufacturer’s Warranty does not apply, or where the applicable warranty period has expired, the Customer shall be responsible for all reasonable charges incurred by Ecor Pro.

S1.2 Published Service Charges

Unless otherwise agreed in writing, the following standard service charges shall apply.

Toyotomi Branded Goods

Service	Charge (Excluding VAT, transport, collection, and delivery charges)
Annual Service	£129.95
Complete Fuel System Decontamination	From £139.95
Out of Warranty Repair	From £89.95

 

The Annual Service may include, where appropriate: external inspection, safety inspection, combustion chamber cleaning, burner cleaning, wick inspection, ignition testing, fuel system inspection, flame pattern adjustment, operational testing and performance verification and replacement of minor consumable service items where included within the applicable service schedule.

The exact work undertaken shall depend upon the appliance model, its condition and the service requirements identified during inspection.

S1.3 Ecor Pro Branded Goods

Unless otherwise agreed in writing, repairs carried out outside the applicable Manufacturer’s Warranty are subject to the out-of-warranty repair charge stated in the pricing table in Schedule 1.

The final repair cost shall depend upon: product model, nature of the reported fault, labour required, replacement parts, consumable components, testing requirements and cleaning or decontamination requirements and any additional work reasonably required to complete the repair.

S1.4 Revision of Published Charges

Ecor Pro reserves the right to revise, amend, increase, decrease or withdraw any published service charges, labour rates, inspection charges, diagnostic fees, engineering charges, storage charges, transportation charges, administration fees and other service-related charges from time to time without prior notice.

Unless otherwise agreed in writing, the charges published by Ecor Pro or otherwise notified to the Customer on the date the Services are accepted shall apply.

S1.5 Inspection Charges

Ecor Pro may charge the applicable inspection fee where inspection establishes that no fault exists; the reported fault cannot reasonably be reproduced; the Goods operate within published specifications; the claim is outside or after expiry of the Manufacturer’s Warranty; the Customer declines the repair quotation; the Goods were incorrectly installed, commissioned, operated or maintained; the Goods suffered misuse, neglect, abuse or accidental damage; the defect arose from contaminated or unsuitable fuel; repair is not authorised; or the Goods otherwise do not qualify for warranty repair.

Standard Inspection Charges

Inspection Service	Charge (Excluding VAT, transport, collection, and delivery charges)
No Fault Found Inspection	£59.95

 

Inspection charges shall not prejudice any statutory rights available to Consumers.

S1.6 Estimates

Repair estimates are prepared using the information reasonably available at the time of inspection.

The Customer acknowledges that dismantling, disassembly, testing or further investigation may reveal additional faults not reasonably identifiable during the initial inspection.

Accordingly, all repair estimates remain subject to revision where additional defects are identified.

Ecor Pro shall use reasonable endeavours to notify the Customer before undertaking any significant additional chargeable work.

Where immediate repair is reasonably necessary to: prevent further deterioration, prevent additional damage, ensure operational safety, comply with applicable legal obligations or complete work already commenced.

Ecor Pro may proceed with such additional work without obtaining further approval where it would be impracticable or unreasonable to delay.

Repair quotations shall remain valid for thirty (30) calendar days unless otherwise stated in writing.

S1.7 Replacement Parts

Replacement parts shall be charged in addition to labour unless expressly included within a fixed-price service.

Ecor Pro reserves the right to install new, remanufactured, refurbished, reconditioned or equivalent manufacturer-approved replacement components, provided they offer equivalent specification, quality and performance.

Unless otherwise agreed in writing, any replacement components removed during repair shall become the property of Ecor Pro.

S1.8 Additional Charges

Unless expressly stated otherwise, all published service charges exclude: Value Added Tax (VAT), collection charges, delivery charges, export charges, import duties, customs charges, brokerage fees, insurance, specialist lifting equipment, access equipment, spare parts, consumable service components, specialist cleaning, environmental disposal charges, engineer attendance, engineer travel expenses, accommodation, subsistence, parking charges, toll charges, congestion charges, courier surcharges, replacement packaging and third-party contractor charges and any governmental taxes, duties, levies or statutory charges applicable within the relevant jurisdiction, including the United Kingdom, the Republic of Ireland and North America where applicable.

S1.9 Payment

Unless the Customer has an approved credit account with Ecor Pro, payment for all chargeable inspection, servicing and repair work shall be made in full before the Goods are released.

Ecor Pro reserves the right to require payment: before ordering replacement parts, before ordering special-order or non-stock replacement parts, before commencing repairs, before commencing inspection, before dispatching repaired Goods and before arranging delivery or before arranging collection.

Interest may be charged on overdue sums in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 or otherwise at the maximum rate permitted by Applicable Law.

Ecor Pro reserves the right to suspend further work until all outstanding amounts have been paid in cleared funds.

S1.10 Cancellation of Repairs

Where the Customer declines to proceed with a repair quotation after inspection has commenced, Ecor Pro reserves the right to recover all reasonable costs incurred up to the date of cancellation, including, without limitation: labour, dismantling, testing, diagnostics, administration, storage, transportation, replacement packaging, third-party costs and special-order parts and any non-cancellable costs reasonably incurred on the Customer’s behalf.

Where the Customer fails to approve or reject a repair quotation within thirty (30) calendar days after its issue, Ecor Pro may treat the quotation as declined and may recover any inspection, dismantling, administration, storage, transportation and other reasonable costs incurred, subject to Clause 11.7.

Nothing contained within this Schedule 1 limits or excludes any statutory rights available to Consumers under Applicable Law.