Conditions of Sale
The terms set out below constitute an offer by CHILLFORCE LIMITED (hereinafter called "The Company") for the sale of goods and/or performance of the services therein specified (unless they have been submitted in response to a purchase order in which case they are a counter offer) which is made upon the following conditions (including the terms of guarantees) subject only to such variation thereof (if any) as may be expressly agreed by the Company in writing. Unless otherwise agreed in writing by the Company any papers signed by you purporting to be written acceptance of this offer (unless clearly stated on its face to be a counter offer) shall be deemed to be an acceptance of these conditions by you to the exclusion of all other terms and conditions whatsoever whether expressed in your written acceptance or implied by law. The duly accepted offer is hereinafter referred to as 'The Contract'. Unless previously withdrawn the Company's offer is open for acceptance within thirty days only from the date thereof.
No illustration design drawing or specification shall be deemed to be incorporated into the Contract or binding upon the Company unless the final details thereof are stated in or annexed to the Contract.
Prices quoted are based on costs ruling at the date of quotation and if between that date and the date on which goods are despatched by the Company variations either by rise or fall occur in such costs the Company reserves the right to amend the prices quoted accordingly.
The Company does not include the following in its quotation:
- Any builders work, foundations or structural alterations of any kind, plumbing work and materials for water connections to and from the plant and electrical work and materials other than specified.
- Any rough labour, lifting tackle or scaffolding for offloading and placing in store and in position. Lifting tackle and scaffolding are to be supplied and erected free of charge to the Company.
- Cost of lighting power heat and water required during the erection and testing of the plant at purchaser's premises.
- Any insurances payable.
The price quoted is based on normal working hours and any time worked outside these normal hours on the instruction of the purchaser shall be charged as an extra to the quotation at overtime rates.
In the case of contracts including a special written condition as to the time within which delivery erection or completion of any work is to be effected such arrangement is subject to a proviso that the Company shall be in no way obstructed in the Company's work by the insufficiently advanced work of the other trades or parties engaged upon the same installation such other work to be finished early enough to allow sufficient time for the completion of the Company's work. Delay caused in this way shall relieve the Company from all liability under the special written condition.
An extra charge above the price quoted will be made by the Company if the site where the equipment is to be installed is not cleared and ready or if it is not readily accessible to normal transport; or the Company may in such cases cancel any order. See notes of cancellation charges.
If materials are not available as specified the Company reserves the right without notice to substitute other materials provided the Company is of the opinion that such substituted materials are suitable; and the Company reserves the right to amend the prices quoted to meet any increase or decrease in cost occasioned by such substitution.
A purchaser may ask for reasonable variations to the agreed specification and drawings and such variations shall not vitiate the contract but all such variations must be approved in writing by the Company and should the involve extra cost to the Company, must be paid for by the purchaser as extras upon terms to be agreed. In no case may a purchaser instruct the Company's workman to carry out variations without the written consent of the Company nor are such workmen authorised to execute any variations without such consent.
Any extra cost or expense caused to the Company by a failure by other trades to provide work or services at such times as may be required shall be borne by the purchaser.
The Company shall be relieved of obligations incurred under the contract whenever and to the extent to which the fulfilment of such obligations is prevented or rendered impracticable as a direct or indirect consequence of conforming to any statute or to any rules, regulations, orders or requisitions issued by any Government Department or Local or other competent Authority and in such a case the purchaser shall pay for the goods and labour already supplied and the contract shall be at an end.
Where a purchaser's existing materials are used in connection with a contract they shall be in good condition and suitable for use. Any replacement found necessary after inspection and/or testing will be charged as additional to the quotation.
If the Company is ready to complete the contract but is delayed from so doing at the purchaser's request or owing to the purchaser or any contractor of his not being ready to perform work necessary for the fulfilment of the contract then without prejudice to the Company's right to claim damages the Company shall be entitled forthwith to charge and receive payment for and in respect of all materials and work already supplied.
The plant shall be deemed to have been taken over by the purchaser when installation is completed or 30 days after it shall have been put into use (whichever may by the earlier) provided that in any case the plant shall be deemed to have been taken over at the expiration of two calendar months after the Company shall have given written notice to the purchaser that it is complete.
The Company is entitled to receive payments to account against the cost of the material and work supplied during the installation. Full and final payment of the contract is due for payment 30 days after the installation has been completed. The Company will exercise its statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 if full payment is not made in full within 30 days.
If any question shall arise between the Company and the purchaser in relation to or in connection with the contract the same shall be submitted to a single arbiter to be appointed and the award to such arbiter shall be final and binding on the parties.
The Company reserves the right to accept of refuse orders. The Company reserves the right to cancel any incompleted order or to suspend delivery if the purchaser fails to observe or perform any term of the contract of purchase on his part to be observed or performed or if the Company reasonably believes that he may do so.
In the event of such cancellation by the Company the purchaser will become liable to pay to the Company a sum equal to the outlays and expenses, including cancellation charges incurred by them to sub contractors or suppliers of material for the execution of said contract, incurred by the Company in implementing their part of the contract up to the time of said cancellation, as also in relation to removal of all material and goods from the purchaser's premises.
The purchaser can negotiate with the Company a cancellation of the contract on the understanding that the following minimum cancellation charges will be made and paid to the Company by the purchaser.
In the event of cancellation of the contract by the purchaser the said purchaser will become liable to pay to the Company the sum equal to the outlays and expenses already incurred by the Company in implementing the contract up to the time of said cancellation as aforesaid, as also any loss sustained by the Company in disposal of all material and equipment purchased or appropriated by them for fulfilment of said sum of 20% of the total price which would have been paid by the purchaser for the installation of the goods if the contract had been fully implemented. Where the Company has partially installed the goods the purchaser shall be liable for all expenses incurred by the Company in the removal of the goods from the purchasers premises.
The Purchaser shall not, unless it be specially agreed in writing, be entitled to cancel the order on the grounds of delay in delivery however caused nor to claim damages or compensation in respect thereof.
If before the completion of the installation damage to or destruction of any part of the equipment on the site occurs arising either directly or indirectly from accident or malicious intent, from fire, theft, or elemental cause, the purchaser shall pay to the Company the cost (calculated in accordance with the Company's standard terms) of making good the same damage or destruction provided that if further work shall be impracticable the purchaser shall pay for the goods and labour already supplied and the contract shall be at an end.
Guarantee for Commercial and Industrial Refrigeration & A/C Equipment
In the case of defects in equipment the Company undertakes to replace or repair the said equipment under the terms of the original manufacturer's guarantee.
The Company shall not be liable to you for any loss, liability, claim or proceedings in respect of any injury loss or damage of whatsoever nature and howsoever caused arising directly or indirectly out of or in connection with the equipment or contract. The company specifically excludes loss of profit due to any delay in the satisfactory operation of the installation. The Company specially excludes all liability for every form of consequential loss or damage caused by defects in the equipment.