Terms & Conditions

1. General

These conditions apply to all goods sold and services supplied by or on behalf of Polarcold Refrigeration Ltd. (the seller) and in the case of conflict between these conditions and those of the buyer then the seller’s conditions shall prevail. No variation of these conditions shall be effective unless made in writing and signed on behalf of the seller. All other terms conditions warranties or representations express or implied whether made before or at the time of or after the buyer’s order or instructions and even if contained therein are so far as permitted under the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 and the Unfair Contract Terms Act 1977 hereby excluded.

2. Prices

Unless otherwise agreed in writing and signed on behalf of the seller prices are subject to change without notice and goods will be invoiced at the seller’s price ruling on the date of despatch. Prices stated do not include Value Added Tax.

3. Availability

All goods are offered subject to remaining unsold.

4. Specification

The goods are supplied in accordance with the specification (if any) submitted to the buyer and any additions or alterations shall be the subject of an extra charge. Any part of the goods not so specified shall be in accordance with the seller’s printed catalogue or the catalogues of the seller’s suppliers (subject to any modifications made since publication). If the seller adopts any changes in construction or design of the goods or the specification thereof the buyer shall accept the goods so changed in fulfilment of the order. Where the buyer supplies any drawings or specifications the buyer warrants that they are accurate.

5. Orders

Orders accepted by the seller may not be cancelled under any circumstances unless agreed in writing by the seller. Cancellation of goods ordered by the buyer’s own specification will not be accepted.

6. Delivery

(a) The place and date of delivery are as agreed between the seller and the buyer. Dates given for the delivery of goods or for the completion of an installation are given and intended as an estimate only and the seller shall not be liable for any loss or damage arising directly or indirectly from any delay.

(b) Goods once despatched may not be returned by the buyer without the seller’s consent in writing. In any event where such consent is given a charge of 15% of the price of the goods shall be made to cover administration expenses. Goods returned must be in new condition and suitable for resale.

(c) Difficulties of delivery on the part of the seller or its suppliers either unforeseen or through no fault on the part of the seller shall entitle the seller to withdraw from the contract without liability.

(d) Where delivery and/or installation forms part of the contract it shall be the responsibility of the buyer to ensure clear access to the installation site and any works necessary to ensure clear access, Le. removal of doors, windows or any part of a structure shall be completed
before the arrival on site of the seller or its agents.

(e) if any delay is caused by non-observance of 6(d) above any lost time will be charged to the buyer at the seller’s standard rates for the time being in force. Any extra expense caused will be charged at cost.

7. Notice of claims, etc

(a) The goods shall be examined by the buyer on receipt and no claim in respect of the goods will be entertained unless notice in writing is sent to the seller within fourteen days of delivery.

(b) In the case of damage in transit notice of damage or breakage shall be sent in writing by the buyer both to the seller and the carrier if any within three days of receipt.

(c) In the case of loss in transit or delay in delivery notice in writing shall be sent by the buyer to the seller and the carrier if any within fourteen days of the invoice.

(d) “Unexamined” signatures for the receipt of goods do not relieve the buyer of its responsibility to check them on arrival and the seller shall not be liable in respect of any claim or claims if the buyer fails to comply with the provisions of this clause.

8. Storage Charges

If for any reason the buyer is unable to accept delivery of the goods at the time when the goods are due and ready for delivery the seller shall be entitled to arrange storage at its own premises or elsewhere at the buyer’s risk and cost.

9. Force Maieure

The seller shall not be under any liability whatsoever to the buyer for non-delivery or delay in delivery directly or indirectly caused by or resulting from an Act of God outbreak of hostilities (whether or not war is declared) insurrection riot civil disturbance Government Act or Regulation fire flood explosion accident theft climatic conditions shortage of material strike lockout or trade disputes (whether of the seller’s employees or of other parties) or caused by or resulting from any other event or circumstance whatsoever (whether or not of the same or similar kind to those mentioned) beyond the seller’s control or caused by or resulting from the default or negligence of the seller or of any of its employees sub-contractors or suppliers.

10. Terms of Payment

(a) Payment for all goods delivered or services supplied shall be made in full without any deduction immediately on delivery or on completion of installation if installation forms part of the contract.

(b) In the case of an approved credit account payment is to be made in full without any deduction within thirty days of the date of the invoice. If an invoice contains reference to a discount this discount may only be taken if payment is made within the period specified.

(c) Time for payment is of the essence of the contract. If the buyer fails to pay by the due date the seller shall be entitled

(i) to charge interest on the amounts overdue at the rate of 4% above the Base Rate of National Westminster Bank PLC from the date of issue of the invoice until payment and/or

(i) to suspend further deliveries or services until payment has been made and/or

(ii) to cancel the contract and/or

(iv) to reclaim the goods without refund of any deposit.

11. Ownership

Title in goods sold by the seller shall pass to the buyer upon receipt by the seller of the full price thereof. Until the date of actual payment the buyer shall hold the goods as bailee only for the seller and shall keep the goods clearly identified as the property of the seller and unmixed with other goods.

12. Insurance and Risk

The risk in goods sold by the seller shall pass to the buyer on notification by the seller that the goods are ready for delivery. The seller accepts no responsibility for any loss or damage to the goods howsoever caused after the risk has passed to the buyer and the buyer should in its own interest insure the same.

13. Indemnity

The buyer shall indemnify the seller against all claims against the seller by a third party arising directly or indirectly out of the contract including where goods are made to the buyer’s specification any claim for the infringement of patent registered design trade mark or other rights affecting the goods.

14. Patents etc

The seller gives no indemnity in respect of any actual or alleged infringement of any patent registered design trade mark or other rights affecting the goods.

15. Warranties and Exclusions of Liability

(a) In the case of goods manufactured by the seller the seller warrants that if any defect is discovered therein within twelve months from the date of delivery to the buyer and is shown to be due solely to defective materials or workmanship then the seller will at it’s option either repair or replace the defective goods free of charge.

(b) In the case of all other goods sold by the seller the seller will give a warranty or guarantee equivalent to the warranty or guarantee Of any) which the seller may have received from the supplier of such goods in respect thereof.

(c) Notwithstanding anything to the contrary in clauses 15{a) or 15{b) above any warranty or guarantee in respect of any second-hand or otherwise used goods shall be limited to a maximum of three months from the date of delivery to the buyer.

(d) Save as provided herein and subject to the Sale of Goods Act 1979 the Unfair Contract Terms Act 1977 and the Supply of Goods and Services Act 1982 the seller shall be under no liability howsoever arising and whether in contract or tort or otherwise in respect of any defects in goods sold or defective work in services or for any loss damage or injury resulting therefrom including consequential loss.

16. Lien

The seller shall have a general lien on all goods for all sums due at any time from the buyer and the seller shall be entitled to sell the goods at the expense of the buyer and to use the net proceeds thereof in or towards payment of such sums subject to giving fourteen days prior notice in writing to the buyer.

17. Proper Law and Jurisdiction

The proper law of all contract is English low and the buyer submits to the jurisdiction of the English Courts.

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