Standard Terms & Conditions

Pertaining to: Goods

Designed, Manufactured & Supplied by Chillpoint Ltd

1. Definitions: ‘Manufacture’ in this instance means the Seller.

1. 1. ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by a director of the Seller’s company:
   2. ‘Delivery Date’ means the date or dates specified by the Seller when the Goods are to be delivered.
   3. ‘Goods ‘means the articles, which the Buyer agrees to buy from the Seller in accordance with these Terms & Conditions and as detailed in the Seller’s quotations only.
   4. ‘Seller’ means Chillpoint Ltd, 2 Rosings Grove, Medstead, Hampshire, GU34 5JN, United Kingdom.
   5. All quotations supplied by the Seller state, “in accordance with our standard terms and conditions, a copy of which are available upon request” It is deemed the responsibility of the Buyer to have requested such terms and conditions prior to ordering any Goods from the Seller.

2. Conditions Applicable:

1. These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order or confirmation of order or similar document, unless expressly agreed in writing by a Director of the Seller.
2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
3. Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
4. Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a Director of the Seller.

3. Price:

1. 1. The Price shall be the Seller’s quoted price ex-works. The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s VAT invoice unless an exemption form is provided. The prices quoted on the Seller’s quotations are fixed prices unless otherwise indicated. They are based upon rates and conditions of labour, costs of materials, transport, handling charges and overheads ruling at the day of print. Therefore the price quoted on any of the Sellers quotations only remains valid for a period of thirty days. Refrigerant prices will only remain valid for 24 hours. However, should rates, conditions, costs and charges alter this period; all alterations will be recoverable as increase to our quoted price subject to agreement.
   2. The Seller reserves the right whereby “Continuous” supply contracts are on going, to review their costs on a 3 monthly basis and to increase or decrease the cost of the supply of such goods in accordance with any such increases or decreases incurred by the Seller in the production of any goods supplied.
   3. The seller agrees that should any increase or decrease be deemed necessary as a result of changes in costs associated with the manufacture of the goods. To give the buyer a minimum notice period of 30 days prior to implementing and such price change.

4. Payment / Export

1. Payment of the Price and VAT shall be due no later than 15 days from the date of the invoice; project, application completion or whichever is the soonest.
2. In specialised cases “bespoke systems” a phased payment structure may be requested, 40% Deposit with order, 30% upon delivery and 30% upon completion and commissioning.
3. The price as defined in 4.1 above will normally be expressed in pounds sterling unless specified otherwise.
4. The buyer shall promptly obtain all necessary import licences, duty deferment facility, clearances and other consents necessary for the purchase of goods or services. The seller shall upon request provide all information and documentation reasonable required by the buyer for this purpose.

5. Guarantee / Security

6. Goods:

1. The Seller may from time to time make changes in the specification of the Goods, which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.

1. The Buyer may from time to time wish to add to or to modify the equipment manufactured by the Seller. The Seller will not accept any such changes to the goods without prior written approval by a Director of the Sellers Company. Any alterations or modifications or add on’s to the Sellers goods without written approval from a director of the Seller, will automatically void any warranty that may at that time be in place on the goods

7. Warranty:

1. 1. The Seller warrants that the Goods will at time of delivery correspond to the description given by the Seller at the point of sale. Except when the Buyer’s are dealing as a consumer (as defined in the Unfair Contract Terms act 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law otherwise, are excluded.
   2. The Warranty specified in clause 7.1 will apply as follows: where Goods are sold which incorporate other manufactures components, the original manufacture’s warranty, will apply. The Seller offers a maximum warranty period of 12 months from Delivery Date of the Goods, unless otherwise specified “Extended Warranty” by a Director of the Seller’s company in writing.
   3. The Warranty specified in clauses 7.1 and 7.2 only applies to Refrigeration units manufactured and supplied by the Seller.
   4. The Sellers warranty is for parts and labour and valid for a period of 12 months from date of invoice unless otherwise specified “Extended Warranty”. It is the responsibility of the Buyer to return faulty parts within a period of 14 days. Credit may be given upon inspection of faulty.

8. Shortages and / or Defective Goods / Services:

1. 1. The Buyer must notify the Seller immediately and within 24 hours of delivery; details of any shortage in the quantity of Goods delivered and keep for the Seller’s inspection all packaging materials. 
   2. The Buyer must notify the Seller immediately upon discovery of any defective Goods in any event, within 7 days of delivery and or commissioning date.
   3. Goods returned to the Seller will be examined. Examined Goods may be replaced, repaired, returned without repair, or price refunded, at the Seller’s discretion. Where Goods are returned as DOA and no fault is found a charge may be made for the time spent inspecting such Goods and for the cost of carriage and insurance and any other costs reasonably incurred by the Seller. If the Seller in it’s absolute discretion agrees to accept the return of non – faulty goods not required by the Buyer a 40% restocking charge will apply together with any other charges reasonably incurred by the.
   4. Advance replacement facility may be available in appropriate cases and subject to availability of replacement goods. In any such case The Seller will require a Buyers purchase order prior to the despatch of any goods. Replacement goods will be supplied with a Sellers invoice for the value of the goods, plus any carriage charges necessary.
   5. Authorised Returns must be returned to the Seller within 14 days (As per point 7.3 of this document) If the faulty goods are not returned to the Seller within this period full payment for the Goods will become due 28 days after the date shown on the Sellers invoice.

9. Delivery:

1. • Delivery will only take place after the Seller has received a Purchase Order.  Buyers terms and conditions on any such Purchase Order will under NO circumstance supersede the Sellers terms and conditions unless agreed in all or part in writing by a Director of the Sellers.
   • The Seller will normally arrange delivery unless other arrangements are agreed and specified on the Purchase Order.
   • Where the Seller is arranging the delivery of Goods the Seller will, where agreed, arranged for packaging, carriage insurance of the Goods and will not make any additional charge for these services.  With the exception of any extra costs detail in any quotation.
   • The Seller will specify delivery date to be in line with the Buyers requirements when and where possible.
   • The Seller shall not be liable for any loss or damage whatever, due to failure by the Seller to delivery the Goods (or any of them) promptly or at all.
   • Not withstanding that the Seller may have delayed or failed to deliver the Goods or any part of them promptly, the Buyer shall be bound to accept delivery and to pay for the Goods in full provided that delivery shall be tendered at any time within four weeks of the required Delivery Date unless otherwise specified and agreed.
   • The Seller may deliver the Goods by separate instalments in accordance with an agreed delivery schedule.  Each separate instalment shall be invoiced and paid for in accordance with the provisions in these Conditions unless otherwise agreed in writing and signed by a Director of the Seller’s Company.  The failure of the Buyer to pay for any one or more of the said instalments of Goods and or Services on due dates shall entitle the Seller without notice to suspend further deliveries of the Goods pending payment by the Buyer.

10. Acceptance:

The Buyer shall be deemed to have accepted the Goods upon any part delivery to the Buyer.

1. 1. After acceptance the Buyer shall not be entitled to reject Goods except under the provisions of Condition 7 and Condition 8 above.

11. Title and Risk:

1. 1. The Goods and or Services shall be at the Buyer’s risk as from delivery, or Collection by the Buyer or the Buyer’s agents.
   2. In spite of delivery having been made title in the goods shall not pass from the Seller until: –
   3. The Buyer shall have paid the Price plus VAT in full; and
   4. No other sums what ever shall be due from the Buyer to the Seller.
   5. Until title in the Goods passes to the Buyer in accordance with clause 12.2 the Buyer shall hold the Goods and each of them on fiduciary basis as bailee for the Seller.  The Buyer shall store the Goods  (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.
   6. Notwithstanding that the Goods (or any part of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller only.  Any such sale or dealing shall be a sale or use of the Seller’ property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings.  Until property in the Goods passes from the Seller then entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into any overdrawn bank account and shall be at material times identified as the Seller’s money
   7. The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that property in any of the Goods has not passed from the Seller.
   8. Until such time as property in the Goods passes from the Seller the Buyer shall upon request deliver up such Goods as have not ceased to be in existence or resold to the Seller.  If the Buyer fails to do so the Seller may enter upon any premises owned, occupied, controlled or forming any other form of contract outside the control of the Seller by the Buyer where the Goods are situated and repossess the Goods either fixed or free standing.  On the making of such request the rights of the Buyer under clause 12.8 shall cease. In the advent of such action deemed to be necessary the Seller shall not be responsible for any such remedial works required as a result of there removal of the Sellers titled goods
   9. The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods. Which is the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
   10. The Buyer shall insure and keep insured the Goods to the full Price against ‘all risks’ to the reasonable
   11. Satisfaction of the Seller until the date that property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance.  Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
   12. The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended.  Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

12. Insolvency or Other Default of Buyer:

1. Without prejudice to any other rights or remedies the Seller might have against the Buyer, the Seller may terminate a Contract or suspend the performance of its obligations under Contract forthwith by notice in writing to the Buyer if.

1. 1. a.The Buyer defaults in making payment for any of the Products or Services supplied by the Seller within seven days of its due date; or
   2. b.The Buyer defaults in any of its obligations under these terms or a Contract; or
   3. c.Any steps are taken, or negotiations commenced by the Buyer or any of its creditors with a view to any kind of voluntary arrangement, compromise, or other arrangement between the Buyer and its creditors; or
   4. d.The Buyer is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or any steps are taken to wind up the Buyer, or an administrator, administrative receiver or receiver is appointed over the Buyer’s business or any part of its assets.
   5. Upon termination of a Contract under clause 13.1, the Seller shall have the right, without prejudice to any other right or remedy available, to enter the Buyer’s premises owned, occupied, controlled or forming any other form of contract outside the control of the Seller and repossess the Product or any of them and shall have the right to dismantle any machinery, product, item or equipment into which the Product or any of them have been incorporate and the Buyer shall be responsible for the Seller’s costs and expenses in connection with so doing.
   6. Those clauses capable of surviving termination shall do so.
   7. The Seller may in its absolute discretion and without prejudice to any other rights which it may have:-
      • Suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability upon its part: and/or
      • Exercise any of its rights pursuant to Condition 12
   8. The Seller reserves all right detailed or inferred within these terms and conditions, to avoid any such insolvency claims as and when the Buyer enters into a third-party agreement with another Buyer in so far as the terms and conditions stated within this document form a binging contract between the Seller and the Buyer only and that no third parties contract can or will affect this contract.

13. Set-Off and Counterclaim: Seller’s Clause:

1. The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right set-off or counterclaim, which the Buyer may have or allege to have, or for any reason.
2. The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of consequential loses levied against the Buyer as a result of a failure of part or all of the equipment supplied by the Seller.

14. Liability of Seller:

1. 1. The Seller shall be under no liability what ever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these Conditions.
   2. In the event of any breach of these Conditions by the Seller the remedies of the Buyer shall be limited to damages.  Under no circumstances shall the liability of the Seller exceed the Price of the Goods or any one part of such. The Seller will under no circumstances be held responsible for any costs incurred by the Buyer, their agents or any third-party contract entered into by the Buyer.

15. Jurisdiction and Arbitration:

1. These conditions are subject to the law of England and Wales.
2. If any dispute or difference shall arise between the parties as to the meaning of these Conditions or any other matter or thing arising out of or connected with these Conditions, then it shall be referred to the determination of an Arbitrator to be appointed by agreement of the parties or by the President for the time being of the Chartered Instituted of Arbitrators. 

16. Notices:

1. 1. Any notice required to be served pursuant to these Conditions shall be in writing and served by first class post or by hand on the Seller at the Seller’s address aforementioned or such other address as the Seller may from time to time notify to the Buyer and on the Buyer at the Buyer’s registered office or principal place of business.

17. Headings:

1. All headings are for ease of reference only and shall not affect the construction of these Conditions.

18. Severance:

1. Any provision of these Conditions, which is or may be void or unenforceable, shall to the extent of such Invalidity or enforceability be deemed sever able and shall not affect any other provisions of these Conditions.

19. Waiver:

1. No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under these Conditions shall prejudice its right to do so in the future.

20. Sub Contracting:

1. Neither party may license, assign or sub-contract all or any part of its rights and obligations under these Conditions without the other’s prior written consent.
2. Written consent must and will only be accepted if signed jointly by a serving Director of both the Seller and Buyer.

21. Force Majeure:

1. Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought tempest or other event beyond the reasonable control of either party.

22. Cancellation Clause:

1. The Seller may cancel these Conditions at any time before the Goods are delivered by giving written notice.  On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Price.  The Seller shall not be liable for any loss or damage whatever arising from such cancellation.