Terms and Conditions of Sale
1. APPLICATION These conditions of sale (“the conditions”) shall apply to all transactions (“the Contract”) for the sale of goods, accessories and work (“the Goods”) by City Air Conditioning and Wine Cellar Cooling t/a CONWELL COOLING LIMITED (“the company”) to a customer (“the Customer”) and no variation shall be binding unless agreed in writing between the Company and the Customer.
2. VALIDITY The conditions shall apply to the exclusion of any other terms and conditions proposed by the Customer unless acceptance of such terms and conditions has been confirmed by the Company to the Customer in writing.
3. AUTHORITY The Company’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Company in writing and the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
4. VARIATION Unless otherwise agreed in writing: a) all specifications and drawings, dimensions and weights provided by the Company relating to the goods are approximate only; and b) the content of all sales literature, price lists, quotations or other documents or information are illustrative only and may be varied without any liability on the part of the Company provided that any alterations do not materially affect the quality or performance of the Goods.
5. CONTRACT The Contract includes only such goods, accessories and works as are specified in writing by the Company.
6. PRICE The price of the Goods (“the Price”) shall be the Companies quoted price which shall be valid for 30 days only or until earlier acceptance by the Customer. The price or prices stated do not include for main contractors discount retention. Unless the Price is stated to be a fixed price the Company shall be entitled to increase the Price any time before the Goods are delivered to reflect any increase in the cost to the Company which is due to any factor beyond its control or any change in delivery dates, quantities or specifications requested by the Customer or any delay caused by the Customer’s failure to provide adequate information or instructions, provided the Customer shall have the option (exercisable within 7 days of notification of the increase) of canceling the Goods without prejudice to rights of either party hereunder.
7. DELIVERY CHARGES Unless otherwise agreed in writing the Price shall be quoted on an ex-works basis and the Customer shall be liable to pay the Companies charges for delivery which shall include transport, packaging, duties and insurance.
8. TIME OF PAYMENT The Company shall be entitled to invoice the Customer for the deposit with order and final payment on or at any time after delivery of the Goods. The Customer shall pay the Price without any deduction within 7 days of the date of such invoice. The time of payment of this Price shall be of the essence of the Contract.
9. NON-PAYMENT If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to :-
a) cancel the contract or suspend any further deliveries to the Customer:
b) charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 3% per month or part thereof until payment in full is made.
c) charge the customer collection fees and court fees.
10. DELIVERY Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery howsoever caused. Time of delivery shall not be of the essence unless previously agreed by the Company in writing. If the Company fails to delivery the Goods for any reason beyond the Companies control or owing to the fault of the Customer, the Companies liabilities shall be limited to the excess of the costs to the Customer (in the cheapest available market) of similar Goods to replace those not delivered over the Price.
11. NON-DELIVERY If the Customer fails to take delivery of the Goods or fails to give adequate delivery instructions to the Company then, without prejudice to any other right or remedy available to the Company, the Company may store the Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage.
12. RETENTION OF TITLE Risk of damage to or loss of, the Goods shall pass to the Customer on delivery or, if the Customer wrongfully fails to take delivery, at the time when delivery is tendered. Notwithstanding delivery and the passing of risk of Goods, or any other provisions in the Conditions, the property in the goods shall not pass to the Customer until the Company has received payment in full of the Price and of the price of all the goods agreed to be sold by the Company to the Customer for which payment is then due.
13. AGENCY OBLIGATIONS Until such times as the property in the goods passes to the Customer, the Customer shall hold the Goods as the Companies fiduciary agent and bailee and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Companies property. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to the Company for the proceeds of sale or otherwise of the Goods, whether tangible or intangible and shall keep all proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured. Until such time as the property in the Goods passes to the company (and provided the Goods are still in existence and have not been resold) the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or of any third party where the Goods are stored and repossess the Goods.
14. INSOLVENCY If the Customer makes any voluntary arrangement with its creditors, becomes subject to an Administrative Order, or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise then for the purposes of amalgamation or reconstruction), or an encumbrance takes possession, or a Receiver is appointed of any of the property or assets of the Customer, or the Company ceases or threatens to cease to carry on business, or the Company reasonably apprehends that any of the events mentioned in this clause is about to occur (and notifies the Customer accordingly) then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries without any liability to the Customer and, if the Goods have been delivered but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
15. WARRANTY The Company warrants that the Goods will be free from defects in material and workmanship for a period of 12 months from the date of there delivery to the Customer. The Company shall be under no liability;-
a) in respect of any defect in the Goods arising from any drawing, design or specification supplied by on behalf of the Customer; or
b) in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Companies instructions (oral or written), misuse, alteration or repair of the Goods without the Companies approval; or
c) if the Price has not been paid by the due date for payment; or
d) if the equipment has not been serviced/maintained within 6 months of operation.
16. EXCLUSION FROM LIABILITY Subject as expressly provided in the Conditions of warranties, abnormal working conditions or other terms applied by statute or common law are excluded to the fullest extent permitted by law.
17. NO CONSEQUENTIAL LOSS Except in death or personal injury caused by the company’s negligence, the Company shall not be liable to the Customer by reason of any representation, implied warranty condition or other term or any duty at common law or under the express terms of the Conditions for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever which arise out of, or in connection with, the supply of the Goods or their use of resale by the Customer.
18. CLAIMS PROCEDURE The Customer acknowledges that it will inspect the Goods on delivery and any claim by the Customer which is based on any defect in the quality or condition of the Goods shall be notified to the Company in writing within 7 days from the date of delivery or (where the defect was not apparent on reasonable inspection) within a reasonable time after discovery of defect. If the Customer does not notify the Company as provided herein, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect and the customer shall be bound to pay the Price as if the Goods had been delivered in accordance with the Contract. Where the Goods (or defective parts) are removable the Customer shall return the same to the Company for inspection and where any valid claim is made by the Customer in accordance with this clause the Company shall be entitled to replace the Goods (or the part in question) free of charge or at the Company’s sole discretion, refund to the Customer the Price (or a proportion of the Price) but the Company shall have no further liability to the Customer.
19. ARBITRATION Any dispute arising under or in connection with the Conditions or the Contract shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the president for the time being of the Law Society in accordance with the Arbitration Acts 1950 to 1979 or any reenactment or modification thereof for the time being in force.
20. PROPER LAW The Condition and the Contract shall be governed by and construed in accordance with the laws of England and Wales.