CONDITIONS OF SALE
1. PRICE LIST
1.1. Prices shown on our website and in our price list:-
1.1.1. are subject to the addition of VAT at the rate ruling at the date of the invoice;
1.1.2. include delivery at your request to anywhere on the mainland of Great Britain, as defined in clause 1.3. & 6.1a
1.2. If you purchase goods from our price list “ex-works”:-
1.2.1. you will be entitled to a discount of 4% off the list price of each relevant item;
1.2.2. the goods will be made available for your collection at one of our warehousing depots;
1.2.3. you will be responsible both for arranging and for the cost of the collection of the goods and their loading and transportation.
1.3. For the purposes of clauses 1.1.2 and 6.6 the “mainland of Great Britain” means anywhere on the mainland of England, Wales or Scotland, the test in any case of doubt being whether, in order to effect delivery at the place in question, it will be necessary for our vehicle or carrier to board a ferry.
2. DESCRIPTION OF GOODS
2.1. The goods will be supplied in accordance with the description contained in our current product guide and/or data sheet and manufactured in accordance with all applicable British and/or European standards which relate to the goods, provided that:-
2.1.1. all dimensions, technical and performance data given are approximate only; and
2.1.2. minor or slight variations or differences in dimension, specification, design or appearance of any goods will not entitle you to reject them.
2.2. We may at any time make changes in the specification of the goods if necessary in order to comply with any applicable safety or statutory requirements.
2.3. Where our suppliers withdraw or significantly vary the specification or design of any of their products after we have acknowledged your order:-
2.3.1. we will offer you an alternative product of equivalent quality and specification;
2.3.2. If you do not want the alternative offered you may reject it and cancel the contract without liability and we will refund to you any sums paid by you before cancellation;
2.3.3. we will not be liable for any losses suffered by you as a result of our inability to supply goods of the agreed specification and/or the cancellation of the contract.
3. ORDER ACKNOWLEDGEMENT AND APPLICABLE TERMS
3.1. This contract is conditional upon our sending to you a written acknowledgement of your order, and until then we will be under no obligation to perform any part of the contract and will have no obligations or liabilities to you whatsoever.
3.2. The effect of our sending our order acknowledgement is to override any terms or conditions which you may purport to apply by your purchase order, confirmation of order or otherwise, and (in any such case) to apply these terms to the contract.
3.3. Your acceptance of delivery of the goods or any part of them, or of the performance by us of any of our obligations under the contract, will be conclusive evidence of your acceptance of these terms and conditions.
4. GUARANTEES AND EXCLUSIONS
4.1. Except as provided in this clause all guarantees, warranties, conditions and terms relating to the condition, quality or fitness for purpose of the goods, whether implied by common law, statute, custom, usage or otherwise, are excluded from this contract.
4.2. Except as provided in this clause we shall have no liability for or resulting from any loss or damage, whether indirect, economic, consequential or of any other kind whatsoever as a result of any alleged breach of this contract, and you will at all times insure fully against all and any such loss or damage. It is your and/or the end user’s responsibility to insure, in particular, against loss of or damage to any property or contents stored within refrigeration or coldroom equipment.
4.3. Subject to clauses 4.4 to 4.8, we guarantee that if within 24 months of delivery any goods supplied by us are proved to have been wholly or partly defective in construction, workmanship or materials we will, at our expense, replace any such defective goods or parts, carriage paid.
4.4. If you carry on business as a dealer in goods of the kind supplied by us under this contract, and within 6 months of the delivery of any such goods to you or to your order you notify us in writing that the goods were held in store or in stock, unpacked and unused, until a specified date no later than 6 months from such delivery, the guarantee in clause 4.3 will run from that date, provided that we may at our discretion require to be satisfied that the conditions of this clause have been met before accepting responsibility under our guarantee in any such case.
4.5. Glass, light bulbs and fluorescent light tubes are excluded from the guarantee given under clause 4.3.
4.6. We will have no liability to replace any goods or part(s) found to be defective as a result of misuse, neglect, inappropriate or insecure storage or handling, fair wear and tear or because alterations, modifications or repairs have been carried out by others.
4.7. In no circumstances will the aggregate of our liabilities arising out of this contract exceed the amount paid by you to us for the goods and/or services provided under it.
4.8. Neither we nor any employee of ours involved in carrying out this contract will have any liability, duty or obligation other than as stated in these terms of contract or, subject to any mandatory rules of law or statute, be liable for any allegedly negligent or other act, omission, statement or representation concerning or connected with any goods supplied pursuant to or our performance of this contract.
5. FORCE MAJEURE
5.1. We will have no liability to you if we are prevented from or delayed in carrying out any part of this contract by any event(s) beyond our control including (without limitation) any act of God, legislation, war, fire, flood, drought, failure of power supply, lockout, strike or other action taken by employees in contemplation or furtherance of a trade dispute, or inability to obtain goods materials required for the performance of the contract.
5.2. If in any such case we decide that it will be impossible or uneconomic to complete the contract, we shall be entitled to treat it as having been terminated.
6. DELIVERY AND COMPLETION
6.1. Any estimated delivery date given is subject to confirmation by us in our order acknowledgement.
6.1a.Delivery means to as near as reasonably possible to your premises entrance. We do not take the delivery inside your premises.
6.2. We will make all reasonable efforts to meet an estimated or agreed delivery or completion date but will not be liable to you for any loss or damage if we fail to do so, and you cannot terminate this contract for that reason.
6.3. Should delivery of any goods or commencement or performance of any work be delayed or suspended because of any act or omission on your part, we shall be entitled to charge you for any costs or losses incurred, any additional work, materials or services required to be provided, and/or any increases in the cost of goods, equipment, labour and/or materials.
6.4. We may elect to deliver goods by installments and, if we do, may invoice and require payment for each separate installment, which shall be treated as a separate contract on these terms and conditions, and any non-delivery or delay in delivery of or any alleged breach of contract in relation to any one installment will not entitle you to terminate or cancel this contract or to refuse to accept or pay for any other installment(s).
6.5. If you fail to take delivery of any consignment of goods or fail to instruct or permit us to complete this contract, we may treat the contract as having been terminated by you.
6.6. All parts ordered for delivery anywhere on the mainland of Great Britain will, unless otherwise agreed in writing, be delivered by first class pre-paid post at your expense.
6.7. If in order to effect delivery in accordance with your requirements we are required to pay any congestion or other similar charge or fee, you will reimburse the same forthwith on demand.
7. COMPLAINTS FOLLOWING DELIVERY
7.1. It is your responsibility to carry out all prudent and reasonable inspections, checks and tests of any goods we supply.
7.2. You must give written notice of any complaint concerning the condition, quantity or quality of any goods supplied which was or should have been apparent after any such inspections, checks or tests as soon as possible, and in any event within 10 working days after delivery of the goods, after which time they will be deemed to have been accepted and free from any defect which would have been apparent on a reasonable inspection.
7.3. Where at our expense we have agreed to deliver goods by post or carrier to you or to a person specified by you:
7.3.1. you must notify us in writing of any non-delivery of or loss of or damage to all or part of a consignment of goods whilst in transit as soon as possible and in any event within 5 working days of receipt of the consignment or the date upon which it should have been received, after which time it will be deemed to have been received; and
7.3.2. where any such notification is made our liability, if any, will be limited to (at our election) replacement or repair of the part of the consignment lost or damaged and re-delivering the replacement or repaired part to you, or a refund of or credit for the part of the price of the original goods attributable to the part lost or damaged.
8. YOUR OBLIGATIONS
8.1. You must ensure that you are or your authorised representative is present at the required place and time to take delivery of any goods to be delivered by us under this contract, and that you or your representative signs a delivery note when requested to do so.
8.2. You must ensure that all goods or equipment supplied or installed by us is or are installed and operated at all times in accordance with any applicable operating instructions and all applicable laws and regulations, and that all necessary safety equipment, permissions and/or consents are obtained.
8.3. If you contend that any goods supplied by us are defective or damaged or otherwise not in accordance with the contract, you must allow us the opportunity to inspect the goods in question as soon as is practicable and permit us to carry out any replacement or repair work required pursuant to this contract.
8.4. If you breach any of the above obligations or any other obligation imposed upon you by these terms of contract, we shall be entitled to treat it as having been terminated by you.
9. PAYMENT
9.1. Unless we have a pre-existing agreement with you to supply goods on credit terms, or our quotation expressly states otherwise, we shall not be obliged to deliver any goods until you have paid for them.
9.2. If you fail to pay on time an amount due to us, we shall be entitled:-
9.2.1. to charge interest on the amount outstanding on a daily basis at 3% per annum above the base rate for the time being of The HSBC Bank plc from the date of the invoice until payment, whether before or after Judgment; and
9.2.2. to treat this contract as having been terminated by you.
9.3. You must pay all sums due to us:-
9.3.1. in full, without any deduction or withholding by way of set-off or counterclaim or otherwise; and
9.3.2. in UK £ Sterling at the address shown on our invoice.
9.4. Where you make a payment which is less than the total of all sums then properly due, we may appropriate such payment to the reduction of such outstanding sums in whatever way we choose.
10. RISK
Once we have delivered goods to you, your employee or agent, they will be at your risk and you will be responsible for insuring them.
11. RETENTION OF TITLE
11.1. Notwithstanding delivery of goods and the passing of risk to you, we will retain legal and equitable ownership of goods supplied to you (“the Goods”) until you have paid:-
11.1.1. all sums due to us under this contract, and
11.1.2. all other sums owed by you to us under any contract or otherwise.
11.2. While we retain legal and equitable ownership of the Goods you will -
11.2.1. retain possession of them as bailee and fiduciary agent for us;
11.2.2. keep them separate from other goods, at a location and in conditions acceptable to us and clearly identified as our property;
11.2.3. if so requested by us, at your own expense immediately re-deliver them to us or to our order;
11.2.4. at any time permit us, our employees, agents, or assignees to enter any land, building or premises to examine and/or recover possession of the Goods or any part of them (by separating them from other goods or equipment if need be);
11.2.5. have or effect suitable insurance covering their full value;
11.2.6. in the event of any loss of or damage to them or any part of them, make a claim under the policy of insurance and hold any proceeds of that claim on trust for us and in a separate and clearly identifiable fund, and immediately account for such proceeds to us on request;
11.2.7. have no power or right to use, sell, charge or dispose of them or any interest in any part of them whether in the ordinary course of your business or otherwise.
11.3. For the avoidance of any doubt it is agreed and declared that it is not intended that the above provisions should operate to create a charge of any kind in our favour over any property of yours.
12. BADGES
Where goods are supplied with our badge attached, you will not in any way deface, obliterate or remove that badge, nor cause or permit any other badge to be attached to the goods without our prior consent in writing.
13. TERMINATION
13.1. In addition to any other specific rights we may have under this contract or by law to terminate it or treat it as having been terminated, we may so treat it if you commit any substantial breach of the contract, become bankrupt or are dissolved, or (if you are a Limited Company) you go into liquidation, administration or receivership, or if you make an arrangement or composition with your creditors or have any Judgment entered against you or have distress or execution levied against your goods.
13.2. Where this contract is terminated or we are entitled to treat it as having been terminated:-
13.2.1. we will not be obliged to perform the remainder of this contract or any other contract with you;
13.2.2. we will be entitled to immediate payment of the total outstanding in respect of all invoices rendered to you; and
13.2.3. we will be entitled to render an invoice to you for immediate payment in respect of any goods, materials, work or services supplied or performed under the contract and any other contract with you.
14. INDEMNITY
14.1. Without prejudice to any right we may have to terminate this agreement, you will on demand indemnify us in respect of all losses, expenses, damages, penalties or costs incurred by us:-
14.1.1. as a result of your breach or in order to secure your proper performance of any provision of this contract; and
14.1.2. in respect of any claim or proceedings brought against us or any servant or agent of ours by any other person as a result of our proper performance of any obligation to you under this contract, including in the latter case any amount paid by us on legal advice in settlement of any claim.
14.2. You will in addition on demand indemnify us in respect of all costs, expenses, charges, fees or expenses incurred by us in connection with any proceedings or dispute between us arising out of or in connection with this contract or the recovery by us of any property or money.
15. ASSIGNMENT
You may not assign any right or benefit under this contract to any other person without our prior written consent.
16. VARIATION
No variation of these terms and conditions will be effective unless it is confirmed in writing and signed by a Director on our behalf.
17. WAIVER
Our failure or decision not to insist upon your strict performance of any provision of this contract shall not be construed as a waiver or relaxation by us of any of your obligations.
18. LAW AND JURISDICTION
18.1. This contract is governed by English Law.
18.2. In the event of any dispute:-
18.2.1. the civil courts for the district in which our principal place of business is situated will have exclusive jurisdiction; and
18.2.2. you will not apply for or concur in the transfer of any proceedings between us to any other court.
19. NOTICES
Any notice required to be given under this contract shall be deemed to be properly given:-
19.1. if sent by pre-paid first class post to the party to whom it is given at its last known address, in which case it shall be effective on the second day after posting; or if sent by fax to the recipient’s fax number, in which case it shall be effective on the next working day after transmission.
