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Terms & Conditions

Cool-Therm (UK) Ltd. Terms and Condition of Sale 

1. INTERPRETATION:

1.1 In these conditions ‘BUYER’ means the person, firm, or company named on the order form to which these conditions are annexed. ‘SELLER’ means Cool-Therm (UK) Ltd. ‘GOODS’ means the goods and or spare parts which the Seller is to supply in accordance with these conditions. ‘SERVICES’ means the design, installation, maintenance, repair, consultancy or other labour associated service that the Seller is to supply in accordance with these conditions. ‘CONDITIONS’ means the terms and conditions of sale set out in this document and includes any special terms and conditions agreed in writing between the Buyer and the Seller. ‘CONTRACT’ means the contract for the purpose and sale of the goods and/or services. ‘WRITING’ includes email, facsimile transmission, and comparable means of communication. ‘OPEN BOOK’ means the documents conveying costs incurred by the Seller will be disclosed to the Buyer. ‘DELIVERY’ means either the physical delivery of goods or equipment, or the date of execution of services. ‘TURN-KEY’ is a package of works which includes Goods & Services.

 

2. BASIS OF SALE:


2.1 The Seller shall sell, and the Buyer shall purchase the Goods and/or Services in accordance with any written estimate or quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer, which is accepted by the Seller, subject in either case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and a director of the Seller.
2.3 Where the Seller has provided goods under a ‘supply, deliver and commissioned’ only basis, The Seller is not responsible for any aspect of the installation of the equipment, in this instance it is the responsibility of the Buyer to arrange for the installation of the equipment by a suitably competent provider.
2.4 When the Seller has an obligation to commission the equipment, the Buyer shall give reasonable notice to the Seller requesting any commissioning visits. Reasonable notice is considered by the Seller to be 10 working days in this instance.

 

3. ORDERS:


3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmation in writing by the Seller’s authorised representative.
3.2 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full, against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.3 Any delays on site outside the jurisdiction of the Seller will be chargeable at the appropriate rate. Should a representative of the Seller arrive on site at a date/time arranged between both parties and be unable to fulfill a task, wasted working and travel time spent will be chargeable.
3.3.1 The rates at which delays are charged will be conveyed by the Seller on an ‘open book’ basis, as the cost of delays incurred varies dependent on the scope of works for any given day. (a delayed crane lift will cost much more than a delayed commissioning).
3.3.2 The cost incurred by the Seller will be clearly conveyed to the Buyer at the earliest opportunity, the Seller will work to minimise unnecessary costs should an aborted visit occur.
3.4 Once the order has been acknowledged by the Seller to the Buyer, the Seller will progress the order to delivery be it goods or services, at this stage the order cannot be changed or cancelled by the Buyer without the agreement of the Seller, if the Seller has procured goods or services required to fulfill the Buyers order requirements after order acknowledgement, the Buyer shall be liable for the cost of these goods or services.
3.5 The seller will perform credit checks to determine the financial situation of the Buyer, dependent on the findings of these checks the Seller may require from the Buyer a suitable deposit with order to secure the goods or services. The Sellers requirements will be communicated with the Buyer at the point of order.
3.5.1 Should the Buyer not be able to provide the necessary assurances to the Seller that the goods and or services shall be paid for in full, the Seller reserves to right to cancel the order.

 

4. PRICE OF THE GOODS:


4.1 The price of the Goods or the Services shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price then being charged by the Seller at the date of acceptance of the order. All prices quoted are valid for 60 days only (unless clearly stated otherwise in a Sellers quotation), or until earlier acceptance by the Buyer. The price shall be exclusive of ‘Value Added Tax’.

 

5. TERMS OF PAYMENT:


5.1 The Buyer shall pay the price of the Goods or Services in accordance with either a Bespoke ‘Terms and Conditions of Payment Agreement’ or as described in section 5.1.1 of this document, specified in the payment terms section of the Sellers quotation for goods and/or services, agreed jointly between the Buyer and Seller at the point of order, and acknowledged in writing in the ‘Order Acknowledgement’ issued by the Seller.
5.1.1 Should no bespoke payment agreement be put in place, the Sellers standard terms of payment are evoked whereby: The Buyer shall pay the price of the Goods or Services within 30 days of the date of the Seller’s invoice, notwithstanding that delivery or performance in whole may not have taken place and the property in the Goods has not passed to the Buyer.
5.2 The title ownership of any equipment will not pass to the Buyer until paid for in full.
5.2.1 During the period between delivery and payment by the Buyer, the Buyer may have beneficial use of the equipment, but they shall be liable for any wear and tear on the equipment that could arise during this period.
5.2.2 Should the Buyer fail to pay for the goods after a reasonable period (30 days) the Seller reserves the right to seize and remove the effected equipment, and the Buyer shall ensure access is granted to allow removal.
5.3 If the Buyer fails to make any payment on the due date, then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.3.1 Cancel the existing contract or suspend any further contract and or any further deliveries or performance to the Buyer.
5.3.2 Charge the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 5% of the pre-VAT invoice total, per day, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.4 Following payment in full by the Buyer, the Seller will issue an equipment warranty certificate, and at this point title ownership will pass to the Buyer.

 

6. WARRANTIES AND LIABILITIES:


6.1 Equipment is supplied with the manufacturers standard guarantee (normally twelve months from date of commissioning or 15 months from delivery date whichever is sooner). The warranty period for spare parts will be confirmed on a job-by-job basis.
6.1.1 Should the warranty period differ from the afore mentioned period this shall be stated by the Seller in writing to the Buyer at point of order. The warranty certificate issued following payment will clearly show the warranty duration and terms and conditions.
6.1.2 The manufacturer’s warranty is only valid if appropriate maintenance of the equipment is preformed and documented by a manufacture approved service agent.
6.1.3 Should the Buyer fail to pay the Seller in full for any goods or services any warranty shall be declared void, unless put in writing by the Seller stating an alternative arrangement.
6.2 The Seller agrees to accept liability for faults or damage independently proven by the Buyer to be due to the direct negligence of the Seller, the Seller therefore agrees in principle to put right the fault or damage at reasonable verified cost.
6.3 The Seller does not accept any form of liquidated and/or ascertained damages or consequential losses.
6.4 The Seller does not accept any form of retentions or performance bonds.

 

7. DELIVERY:


7.1 The delivery period will be clearly indicated in the Sellers quotation & order acknowledgement for the Goods or Services. The Seller will inform the Buyer of an accurate delivery date as build or procurement of services and or equipment progresses, and the Seller shall not be liable for any delay howsoever caused.
7.2 Unless the Seller is contracted to undertake a ‘Turn-Key’ package of works which includes the lifting and positioning of equipment, the Seller is not responsible for the off-loading, slinging of any delivery vehicle or the positioning of any supplied equipment.
7.3 Should the Buyer delay delivery of the equipment and the Seller be forced to place the equipment into storage the following will occur:
7.3.1 At delivery the title of good and equipment will not pass to the Buyer, title ownership will only pass to the Buyer up satisfaction of clause 5.
7.3.2 A ‘Vesting Certificate’ shall be issued, whereby the equipment will be stored at a suitable facility and insured against loss and damage. The full value of the equipment shall be invoiced, and upon full payment the equipment ownership will pass to the Buyer.
7.3.3 For the duration that the equipment is in storage, weekly storage charges will be applied at a rate which will be communicated to the Buyer by the Seller in advance of the equipment entering storage.

 

8. RISK AND PROPERTY:


8.1 The property in the Goods shall not pass to the Buyer until the Seller has received payment in full for the price of the Goods and/or Services.
8.2 Redundant equipment and materials removed from the Buyers premises at the request of the Buyer, by the Seller in order to expedite a contract of works shall become the property and responsibility of the Seller unless specifically agreed otherwise in writing.

 

9. GENERAL:


9.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing, addressed to that other party at its registered office or principal place of business.
9.2 The Buyer consents to the Seller using sub-contractors (at its own discretion) to perform all or any part of the Contract.
9.3 The Buyer agrees that it will not assign the Contract without the consent in writing of the Seller.
9.4 The Contract shall be governed by the laws of England.