Diffusion Terms & Conditions

Terms and Conditions when ordering/purchasing Diffusion products:



“The Company” shall mean KEANE ENVIRONMENTAL Ltd.

“Goods” shall mean the items supplied under the contract of sale and shall include all units, parts, accessories, repairs and services.

“Buyer” shall mean the person firm or company with whom the contract is made or from whom an order is received by the Company.

“Delivery” shall mean when the goods arrive on a carrier outside the Buyer’s premises or outside other premises specified by the Buyer, or when the goods arrive at a place where they are to be transferred to the Buyer’s carrier, or when the goods are put into storage at the request of the Buyer. Goods are deemed to have been delivered whether or not they have been signed for by the Buyer or the Buyer’s agent.



(1) These Terms and Conditions of Sale shall apply to all contracts of sale of Diffusion products by Keane Environmental Ltd. concluded after 1 Dec 1997, whether such contracts are concluded orally or in writing and shall take precedence over all other terms and conditions of sale previously issued by Keane Environmnetal Ltd. and shall apply to the exclusion of all conditions of the Buyer and all other conditions except insofar as variations are expressly accepted in writing by a Director of the Company. Company employees do not have the authority to vary these terms except where such variations are in writing and signed by a Director of the Company.

(2) These Terms and Conditions shall apply not only to this contract but to all orders subsequently placed by or on behalf of the Buyer with the Company. The remedies available to the Company for breach or non-observance of these Terms and Conditions by the Buyer shall be available to the Company in the event of the Buyer breaching any terms and conditions under any collateral or separate contracts between the Buyer and the Company in force at the date of acceptance of the order to which these Terms and Conditions apply. The benefits available to the Company under this contract shall apply to any associated or subsidiary company of the Company which is in a contractual relationship with the Buyer.

(3) The placing of an order based on a quotation or tender supplied by the Company is an acceptance of these Terms and Conditions notwithstanding that the Buyer may for his own administrative convenience issue a standard form of purchase order setting out other terms and conditions. The Buyer accepts that such a purchase order shall not serve to incorporate such other terms and conditions into this or any other contract with the Company.

(4) The Buyer’s offer to order any goods or services from the Company must be notified to the Company in writing and such written notification or the acceptance by the Buyer of the goods or services concerned (whichever is the earlier) shall constitute acceptance by the Buyer of these Terms and Conditions.

An order shall be treated as the buyer’s warranty that these Terms and Conditions are reasonable for the purposes of the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1994 and any statutory modification or re-enactment thereof. The Company is not obliged to accept any order.

(5) Notwithstanding (3) above, quotations and tenders by the Company are deemed to be invitations to treat and shall not be offers in law and no contract shall come into existence between the Buyer and the Company until the Buyer is in receipt of the Company’s express acceptance, which shall take the form of an official order acknowledgement. Receipt of an order acknowledgement shall be a condition precedent to the existence of a contract between the Buyer and the Company.

(6) If any provision of these Terms and Conditions is held by any court to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.



If the Buyer breaches any of these Terms and Conditions and fails to remedy such breach within 30 days when requested to do so by the Company, the Company reserves the right to stop any work in progress, to stop or recall deliveries, to recover any goods already delivered and to terminate the contract.

This right is without prejudice to any of the Company’s other rights and remedies under this contract.


(1) The price of the goods will correspond with the original quotation price plus the cost of any subsequent variations.

(2) The Company reserves the right unilaterally to increase its prices in its absolute discretion if orders are received for quantities less than those quoted for or if delivery is required in smaller installments than those quoted for.


(1 )The Buyer agrees to pay for any loss or extra cost incurred by the Company through the Buyer’s instructions or lack of instructions or inaccurate or inadequate instructions or drawings, or the Buyer’s failure to take delivery or delay in taking delivery, or through the Buyer’s failure to comply with any contract term, or through any request or act or default on the part of the Buyer or the Buyer’s employees servants or agents. In particular the Buyer will pay for any work carried out by the Company at his request not being work which the Company originally contracted to undertake.

(2) Prices quoted include packaging and all associated costs and carriage to site within the U.K. Prices are exclusive of VAT unless otherwise expressly stated.

(3) If the Buyer does not arrange for despatch or storage within seven days of the date agreed for delivery, the Company may arrange storage at its own premises or elsewhere on behalf of the Buyer and the Buyer shall be liable for the costs of storage and insurance and all other associated costs.

(4)Where the Buyer requests the Company to carry out any work of maintenance, service, adjustment, modification, or other similar work in connection with the goods after delivery and such work is not provided for in the order or under the contractual warranty and the Company in its discretion undertakes the work, it shall be paid for by the Buyer in accordance with the Company’s rates current at the date of the work.

(5) In the event of storage, goods will be insured and the cost of insurance will be included in the storage charge.

(6) Loss, Damage or Expense Due to Delay:  The Company shall not be responsible for any loss, damage or expense incurred by the Customer because of any delay caused either by the Buyer or the Manufacturer. 


(1) Goods may be paid for using pro forma invoices or by arranging a credit account with the Company. The Company reserves the right to withdraw the Buyer’s credit facilities at any time and for any reason.

(2) Goods purchased on credit will be invoiced following manufacture, Goods purchased on pro forma invoices will be manufactured following full payment of the invoice. Payment will be made in sterling. Terms of credit payment are strictly net cash due 30 days from the date of invoice. All payments should be sent to the address given on the invoice issued by the Company.

(3) If an account is in arrears the Company reserves the right to suspend all or any work in progress and to withhold any further deliveries until all monies due are paid to the Company. In the event of any delay arising from any act or default within the Buyer’s control, the Company shall be entitled to payment of such a part of the contract price as is proportionate to the Company’s obligations already performed under the contract, together with any additional costs incurred by the Company but without prejudice to any other rights that the Company may have.

(4) Without prejudice to its other rights, the Company may both before and after judgement against the Buyer charge interest at 5% above the then current base rate of National Westminster Bank Plc on overdue payments for goods.

(5) The Buyer shall not be entitled to withhold payment by reason of any alleged minor defect in the goods supplied. If the Buyer considers that the goods are defective, he shall send full details of his complaint within five working days of discovery of the defect and the Company will investigate it and repair or replace the goods as necessary, in accordance with clause 8 below. This undertaking by the Company in no way alters the Buyer’s obligation to pay in accordance with the Company’s payment terms.



(1) Cancellation of orders and/or the return of goods in whole or in part cannot be accepted without the Company’s prior consent in writing. The Company expressly reserves the right to refuse to accept cancellation or to accept cancellation only subject to conditions set out by the Company. Credit notes will not be issued for goods returned in an unsaleable condition or goods returned without the prior agreement of the Company. Cancellations will only be accepted by the Company on the understanding that all expenses will be repaid to the Company by the Buyer in full, calculation of such expenses to date from receipt of the official order.

(2) In the event that an order is cancelled and the cancellation is of a non-standard product line, then the Buyer will be subject to a minimum charge of 60% of the order price.

(3) In the event that an order is cancelled and the cancellation refers to a standard product line, then the Buyer will be subject to a minimum charge of 30% of the order price.

(4) Nothing in the above clauses shall prejudice any right of the Company’s to claim damages not specifically set out above where the cancellation of order amounts to a wrongful repudiation of this contract.


(1) The Company undertakes to supply a replacement of the goods or any part of the goods in which a defect in materials or workmanship appears within 12 months of the actual date of delivery, provided that:

(i) the Buyer informs the Company in writing of the defect immediately after discovery of the defect and,

(ii) the Buyer makes no further use of the defective goods or part of the goods after they are discovered to be defective and,

(iii) there are no outstanding sums due to be paid by the Buyer to the Company under this contract and,

(iv) the goods or part thereof are of the Company’s own manufacture and the defect develops under normal use and maintenance in accordance with clause 18 below and,

(v) the Company is given the necessary access and facilities for inspection, investigation and testing of the goods or part thereof and,

(vi) the goods or part thereof, if stored at the Buyer’s site, are kept in a dry secure location and protected from the elements and damage by third parties.

(2) This warranty is limited to repair or replacement of defective parts and does not extend to other loss or damage arising from use of the goods. It does not cover defects from improper handling, storage or installation, inadequate maintenance, incorrect operation, or modifications or repairs carried out by third parties.

(3) In the case of goods not of the Company’s own manufacture, the Company shall pass onto the Buyer the benefits obtained under any warranty given by the Company’s supplier. The Company shall only be liable to the Buyer for defects in goods or components not of the Company’s manufacture, to the extent of the Company’s entitlement against the manufacturer or supplier of such goods or components.

(4) The Company shall not be liable for any repair or replacement costs, where repairs or replacements are covered under this warranty, but the Buyer has had such repairs or replacements carried out by third parties.


Where the extended warranty is offered the following conditions apply:

(5.1) At the end of the initial 12 month warranty period referred to at clause 8 of our Terms and Conditions of Sale, the Company undertakes to supply a replacement of the goods or any part of the goods in which a defect in workmanship appears within a further 48 month period, provided that:

(i) the goods were purchased from the Keane Environmental Ltd in accordance with the Terms and Conditions.

(ii) conditions (i) to (iv) of clause 8 of our Terms and Conditions of Sale are satisfied:

(iii) prior to installation the goods are stored in an environment where the temperature is between 0° and 35° Celsius and humidity is 80% or less;

(iv) the goods are installed in accordance with the Company’s operational and maintenance instructions which are available on request from our sales office;

(v) the goods are not stored or used in a corrosive atmosphere;

(vi) the goods are maintained:

(a) by qualified maintenance technicians; and

(b) in accordance with the most recent codes of practice issued by the Building Services Research and Information Association;

(vii) no later than 13 months from the date of supply, the Buyer submits full written details of how the goods have been maintained during the first 12 months of use and specifies the nature of the maintenance records kept;

(viii) the Buyer informs the Company immediately in writing of any changes to the maintenance regime; and

(ix) the Buyer keeps full records of all the maintenance work done on the goods throughout the extended warranty period, which records are available to the Company for inspection.

(5.2)This extended warranty:

(i) is limited to:

(a) the replacement of defective goods or any part of the goods and does not extend to other loss or damage arising from use of the goods; and

(b) defects which arise from fair and reasonable wear and tear or are caused by bad workmanship;

(ii) and excludes:

(a) any labour costs involved in replacing or repairing the goods or any part of the goods;

(b) the replacement of the whole or part of any system control unit;

(c) defects caused by improper handling, storage or installation, inadequate maintenance, incorrect operation or modification and repairs by third parties; and

(d) defects which are caused by accidents, adverse weather conditions or any other set of circumstances whatsoever which is beyond the control of the Company or the Buyer.

(5.3) Clause 8(3) of our Terms and Conditions of Sale applies to this extended warranty.

(5.4) The goods are warranted under this extended warranty to the end user customer (‘the Customer”) and throughout these extended warranty provisions, this clause 8(5) the Customer should be substituted for the Buyer where appropriate.

(5.5) Except as expressly stated above and at clause 8 of our Terms and Conditions of Sale, all other warranties, conditions and representations, express or implied, statutory or otherwise are hereby excluded to the fullest extend permitted by law and the Company shall not be liable in contract or otherwise, for any loss, damage, expense or injury of any kind whatsoever, consequential or otherwise arising out of or in connection with, the installation, use or failure of the goods or any defect in them from any other cause and whether or not due to the acts or omissions of the Company, its servants, agents or contracts.


The Buyer shall indemnify the Company and keep the Company fully and effectively indemnified against any and all liability, loss, costs, expenses, claims or proceedings, whatsoever (including any liability of the Company to any third party) whether for loss of or damage to property or injury to or death of any person arising out of or in consequence of the manufacture of the goods or any part of the goods or the application of any process to the goods or any part of the goods in compliance with any specification submitted by or any instruction given by or any design of the Buyer


(1) Illustrations, data, descriptions and weights given in any of the Company’s catalogues and statements made by any representative of the Company, are provided merely to give the Buyer a general description of the product concerned and do not form the basis of any contractual liability. No warranty or condition that the goods shall accord with such illustration, data, description or statement is to be implied and any warranty or condition capable of arising is hereby excluded.

(2) Prior to the Company’s formal acceptance of any order by the sending of an order acknowledgement, no quotation or written or oral communication made by the Company to the Buyer, nor any information about the price, availability, delivery, design, specification or description of the goods given to the Buyer, shall have any contractual effect.

(3) If any statement or representation upon which the Buyer relies has been made to the Buyer other than in the documents enclosed with the Company’s tender or quotation, the Buyer must set out that statement or representation in a document to be enclosed with its order and request that it be made a term of the contract.

(4) The Company pursues a policy of continuous product development and reserves the right to make changes to products without prior notice.


(1) Unless otherwise expressly agreed, goods will be supplied in accordance with the Company’s standard designs and specifications current at the commencement of manufacture of the goods.

(2) The Company shall use its standard materials whenever available and if not, shall substitute the most suitable alternatives reasonably available at the time of manufacture.


When the Company has entered into an agreement with the Buyer to fit and wire controls and or valves supplied by a third party, such items and other parts and information necessary for the fitting of such items, must be delivered to the Company at least two weeks ahead of the agreed date for commencement of manufacture. If the Buyer fails to comply with this condition, the Company reserves the right to charge the Buyer for the cost of rescheduling and other associated costs.


Any figures given for performance either in catalogues or in response to the Buyer’s specification, are estimates based on the Company’s experience and the Company will accept no liability for such figures, unless they are expressly guaranteed. Even where such express guarantee is given, the Company shall not be responsible for any failure of the goods to meet any performance figures, by a margin which does not materially prejudice the commercial use of the goods and the Company shall not be liable for any failure of the goods to meet such performance figures if the information or samples provided by or on behalf of the Buyer on which those figures are based is or are incomplete, unrepresentative or misleading in any material respect.



(1) All goods manufactured by the Company are carefully inspected and subjected to the Company’s standard tests. If special tests are required by the Buyer, these must be specified when the order is placed and will be subject to an additional charge and unless otherwise agreed will be carried out at the premises of the Company. If the Buyer requires any such test to be witnessed by him or by any representative of his, then the Company shall give to the Buyer reasonable notice in writing of the date and place of the test. If the Buyer or his representative fails to attend on the date and at the place notified the Buyer shall not be entitled to make any complaint about the method, nature, extent or results of the test and shall be bound by the test and shall reimburse the Company for the costs of the test.

(2) The Buyer shall be entitled to rectification of any goods, which fail such tests, but shall have no further claim against the Company by reason of such failure or consequent delay or loss.


(1) Manufacturing time will run from receipt by the Company of the Buyer’s order or of all information necessary to enable the Company to proceed with uninterrupted manufacture, whichever is the later. Delivery date is estimated from the time required for manufacture. In the case of pro forma accounts, manufacturing time will run from the date when cleared funds are available to the Company. Times given for delivery are given in good faith but are approximate and for guidance only and time shall not be of the essence of any contract nor shall the Company be under any liability for delay in delivery whether arising out of fault on the part of the Company or otherwise.

(2) Where goods have been subject to a change or changes in specification by the Buyer, the Company reserves the right to alter the delivery date in its absolute discretion and to deliver without prior notice.

(3) Unless special arrangements have been agreed in writing, the Company shall package the goods for delivery in any manner that it considers to be reasonably appropriate given the nature of the goods.

(4) If a proof of delivery is required by the Buyer, this must be requested within seven days of the date of delivery, or the date that the Buyer is invoiced for the goods, whichever is the later. If such a request is made after the expiration of the seven days, the Buyer will be subject to a charge of €15.



Manufacture and/or deliveries may be wholly or partially suspended and the time of delivery extended accordingly, in the event of any stoppage, delay or interruption during the manufacturing and/or delivery period as a result of strikes, lockouts, trade disputes, breakdowns, accidents, adverse weather conditions, Act of God or any other cause whatsoever beyond the control of the Company or the Buyer, and the Company shall not be liable to the Buyer for any costs incurred or loss suffered consequent on such a delay.


If the Buyer requests the Company to arrange packing and/or transit of goods, the Buyer shall have no claim for damage in transit, shortages or loss of goods unless in the case of damage in transit or shortages, written notice is given to the Company within three days of receipt of goods and in the case of loss of goods, written notice is given to the Company within ten days of the date of despatch. Unloading of goods shall be the responsibility of the Buyer and at the Buyer’s risk whether or not unloading is carried out by the Company.


The Buyer undertakes to ensure that the goods will at all times be operated, used and maintained as required by the terms of the SafetyHealth and Welfare at Work Acts 2005 and 2010 and any equivalent and additional legislation concerning health, safety or environmental considerations which shall be enacted in Ireland or by the European Union and in full accordance with good engineering practice and with any operating and/or maintenance instructions relating to the goods and issued by the Company. The Buyer agrees to indemnify the Company against any costs, damages or liabilities for which the Company may become liable as a result of any failure by the Buyer to comply with this undertaking.



(1) It is the duty of the Buyer to ensure that the Company’s order acknowledgement and invoice correspond with the Buyer’s order.

(2) The Buyer will at his own expense provide convenient access to and about the site to which goods are to be delivered on roads or surfaces suitable for transporting the weight of goods and materials.


(1) The Buyer shall have no right to copy, adapt, reverse engineer, disassemble or modify the Goods in whole or in part except:

(i) as permitted by law

(ii) to the extent that such action is legitimately required for the purpose of installing or maintaining the goods.

(2) In any sub sale of the Goods, the Buyer will insert a provision into its conditions of sale which is analogous with Clause 20(1).


(1) Risk shall pass to the Buyer so that the Buyer is responsible for all loss, damage or deterioration of the goods at the time when the goods arrive at the designated place of delivery, notwithstanding any refusal of delivery by the Buyer (if the Company delivers the goods by its own transport, or in accordance with a specific contractual obligation arranges transport for the goods) or, when the goods are stored at the request of the Buyer or on the Buyer’s failure to accept or arrange delivery or, (in all other circumstances) at the time when the goods leave the premises of the Company.

(2) Title to the goods shall only pass to the Buyer when the Buyer has paid to the Company all sums due (including any interest) from it to the Company under this contract and under all contracts between the Company and the Buyer and between the Company and any associate or subsidiary company of the Buyer, or any company under the ultimate control of the same parent company as has ultimate control of the Buyer, where such contracts were made before full payment under this contract and whether or not the sums under such contracts are immediately payable, or, when the Company serves on the Buyer notice in writing stating that title to the goods has passed. In the case of payment by cheque, payment is deemed not to have taken place until the cheque has cleared.

(3) The Company may recover unfixed goods or materials in respect of which title has not passed to the Buyer and the Buyer hereby irrevocably licences the Company and its employees, servants and agents to enter upon any premises of the Buyer or of the Buyer’s agent for the purpose either of ensuring that these Terms and Conditions are being complied with, or of recovering any goods in respect of which title has not passed to the Buyer.

(4) Until title to the goods has passed to the Buyer, it shall possess the goods as fiduciary agent and bailee of the Company and shall insure the delivered goods against any loss or damage with an insurance office of repute. If the Company so requires, the Buyer shall store the goods separately from other goods and shall ensure that they are clearly identifiable as goods belonging to the Company.

(5) If the Buyer converts the goods into other goods or the goods in any way become incorporated into or mixed with other goods, the Buyer will hold such other goods on trust for the Company as security for the payment in full of the price of the goods and all other sums due to the Company from the Buyer under the contract.

(6) If the Buyer sells the goods before title has passed, then the Buyer shall hold on trust for the Company all proceeds of the sale until such proceeds are paid to the Company in settlement of the sum due under this contract.


The Company accepts liability as provided in the European Communities Unfair Terms in Consumer Contracts Regulations, for the death of or injury to any person resulting from the negligence of the Company or the Company’s employees servants or agents and will indemnify the Buyer against such damage, provided that liabilityshall be limited to £1,000,000 (one million pounds). The Company shall not be liable to the Buyer in respect of any other claim howsoever arising (whether based on alleged negligence or other tort, breach of contract or breach of fiduciary duty by the Company or the Company’s employees, servants oragents, or otherwise) or for any loss or damage whatsoever, including loss of profit, goodwill or reputation or any consequential loss or damage.

22.1 Subject to clause 8, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

22.1.1 any breach of these Conditions; and

22.1.2 any representation, statement or tortuous act or omission including negligence arising under on in connection with the Contract.

22.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

22.3 Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.

22.4 Subject to conditions 22.2 & 22.3;

22.4.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to £1,000,000 and

22.4.2 the Company shall not be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.


If the Company is of the opinion that the Buyer (being an individual) is not in a position to meet his commitments to the Company, or the Buyer fails to make any payment to the Company when due, or the Buyer (being a limited company) enters into liquidation, whether compulsorily or voluntarily (otherwise than for the purpose of amalgamation or reconstruction) or compounds with its creditors or has a receiver or manager appointed in respect of any or all of its assets, or is the subject of an application for an administration order, or is the subject of any proposal under Part 1 of the Insolvency Act 1986 for a composition in satisfaction of its debts, or if it carries out or undergoes any analogous act or proceeding under foreign law, the Company may demand immediate payment of any sum owed whether or not such sum is due and may stop any work in progress, recall goods in transit and suspend further deliveries and may determine the contract. Nothing in this clause shall prejudice any other right of the Company.


(1) Unless the Company gives its express consent in writing, the Buyer shall not assign, transfer, sublicence, subcontract or in any way make over to any third party the benefit and/or burden of this contract.

(2) The Company shall be free to employ subcontractors to manufacture goods or components to be supplied under this contract.


(1) Any indulgence, forbearance or other concession by the Company to the Buyer, shall not in any way constitute a waiver or otherwise prejudice the Company’s rights under this contract.

(2) A waiver by either party of any of these Terms and Conditions shall apply only to the particular instance and shall not affect the further continuance in force of such Terms and Conditions in all other circumstances.


(1) All specifications, plans, drawings, technical knowledge and other confidential information, whether of a technical or commercial nature, which may be passed to or come into the possession of the Buyer, shall not be used by the Buyer other than for the purpose of this contract and shall not be disclosed to any other person, company or firm whatsoever except where this is for the purposes of this contract. Any such specifications, plans or drawings and reproductions thereof, shall be returned to the Company on demand.

(2) All drawings, specifications, descriptions and other information submitted by the Company, shall remain the property of the Company, together with the copyright therein.


The Buyer undertakes to indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the specification of the Buyer and which involves the infringement of any letters, patent, registered design, trade mark, copyright or any other intellectual property belonging to third parties. Whilst every reasonable endeavour is made by the Company to avoid infringement of third party rights, no representation or warranty is made to the Buyer that the goods supplied do not infringe the intellectual property rights of any third party.


All correspondence relating to goods supplied under these terms and conditions shall be in writing and may be delivered by hand or sent by prepaid mail or registered mail or facsimile to the Company at its address shown in the contract, or its last known business address as subsequently notified to the sender.


If at any time any question, dispute or difference whatsoever shall arise between the Buyer and the Company upon, or in relation or in connection with the contract, either party may give to the other notice in writing of the existence of such a question, dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within fourteen days, of some person to be appointed by mediation, in accordance with the provisions of the Arbitration Act 2010, or in accordance with any statutory modification or re-enactment thereof.


The clause headings in these Terms and Conditions are for guidance only and shall not be used to assist interpretation of these Terms and Conditions.



This contract shall be construed and performed in accordance with the law of Ireland and the parties to it agree to submit to the jurisdiction of the Irish Courts.