In these Terms and Conditions the following words shall have the following meanings:-
- (1.1). “the Company” shall mean Display Refrigeration Limited Company Registered in England and Wales Number 4294590 (and any subsidiary or related Company which supplies the goods) whose Registered Office is at Unit A, Centurion House, Olympus Business Park, Quedgeley, Gloucester, Gloucestershire. GL2 4NF.
- (1.2) “the Goods” shall mean all goods, materials, manuals, equipment and packaging supplied by the Company to the Customer whether or not manufactured or produced by the Company.
- (1.3) “the Customer” shall mean any person with whom the Company contracts.
MAKING THE CONTRACT
- (2.1) Any order issued by the Customer is only binding on acceptance by the Company. Any offer made by the Customer orally must be confirmed in writing by the Customer.
- (2.2) All orders are accepted under these Terms and Conditions alone and supersede all previous Agreements and exclude any proposed Terms and Conditions in the Customer’s Order.
- (2.3) No variation of these Terms and Conditions is permitted unless expressly accepted by a Director of the Company in writing.
- (2.4) No servant or agent of the Company has authority to make any representation or give any warranty in relation to the Goods and if any statement or representation has been made to the Customer by the Company, its servant or agents upon which the Customer relies other than in the documents enclosed with the Company’s quotation or acknowledgement of order then the Customer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case the Company may confirm, reject or clarify the same and submit a new estimate/quotation.
- (3.1) No cancellation by the Customer is permitted except where expressly agreed by the Company in writing.
- (3.2) Any variation in an order which is accepted by the Company shall entitle the Company to make an appropriate variation in the price and delivery times which shall bind the Customer.
- (3.3) The Customer will in the event of agreed cancellation indemnify the Company in full against all expense and loss incurred up to the time of cancellation in accordance with the following formula namely:-
- (3.3.1) The Customer cancels after the Goods have left the Company’s warehouse but before they have been unpacked by the Customer or its agent a charge of fifteen percent (15%) of the invoice value will be charged plus any carriage charges incurred by the Company at the time of cancellation.
- (3.3.2) If the Customer cancels after the Goods have left the Company’s warehouse and the Goods have been unpacked by the Customer or its agent then a charge of twenty percent (20%) of the invoice value will be charged plus any downgrading amount necessary together with any carriage charges incurred.
- (4.1) Unless otherwise stated all prices are for the cost of the Goods alone ex works exclusive of VAT.
- (4.2) All prices quoted are subject to revision or withdrawal by the Company without prior notice (until the Contract is made).
- (4.3) The Company reserves the right at any time prior to delivery of the Goods to adjust the price to take account of any increase in the cost of raw materials, labour or services or any currency fluctuations affecting the cost of imported materials.
- (4.4) Carriage, postage and packing may be charged extra.
TERMS OF PAYMENT
- (5.1) All sums become due and payable under these Terms and Conditions Thirty (30) days from date of invoice to approved account holders only. To non-account holders, goods will only be released on receiving cleared funds.
- (5.2) Time for payment shall be of the essence.
TERMS AND CONDITIONS OF SUPPLY
- (5.3) The Company reserves the right to charge interest at four percent (4%) per annum above the Base Lending Rate of the Royal Bank of Scotland PLC on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for paymentunder Clause 5.1.
- (5.4) If the Customer (being a Company) suffers distress or execution against its property, goes into liquidation, has a Petition presented for its winding-up or passes a Resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamention or re-construction or compounds or makes a voluntary arrangement with its creditors or has a Receiver or Adminsitrative Receiver appointed over all or any part of its assets or (being an individual) becomes bankrupt or insolvent or enters into any composition or scheme of arrangement with its creditors (or carries out or suffers any analogous act or event under foreignlaw) or commits a material or serious breach of this Agreement (and in the case of such a breach being remediable fails to remedy if within Seven (7) days of receiving notice to do so) it will be deemed to have repudiated the Contract.
- (5.5) The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivery of any order.
- (5.6) Payment will not be effected until clearance of cheque or bill of exchange.
- (6.1) Delivery will be deemed to have been effected when the Goods are delivered to the Customer or order of the Customer or its Agents.
- (6.2) Time of delivery is not of the essence.
- (6.3) The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery (or by the future to make Goods ready for collection) on the due date.
- (6.4) The Company reserves the right to make delivery by installments and to render a separate invoice in respect of each installment and such invoice shall be payable as in Clause 5.1.
- (6.5) When delivery is by installment or if there be a delay in the delivery of any one or more installments for whatever reason this will not entitle the Customer to treat the contract as repudiated or to damages.
- (6.6) Where delivery is refused by the Customer or is delayed, suspended or made by installments at the request of the Customer or where the Company is unable to deliver the Goods due to circumstances beyond its control, the Company on giving notification of readiness to deliver shall be entitled to treat the contract as fulfilled and place the Goods into store. Delivery will then be deemed to have taken placefor invoicing and payment as in Clause 5.1 and the passing of risk. The Company at the Customer’s request shall and in any event may, arrange insurance covering the major perils endorsing its own interest. The cost of storage and any insurance of the Goods shall be for the Customer’s account.
- (6.7) When the Company conveys the Goods the Customer shall be responsible for providing proper unloading facilities (including adequate plant and labour) and storage facilities.
RISK AND PASSING OF TITLE
- (7.1) Goods supplied by the Company shall be at the Customer’s risk immediately on delivery in accordance with Clause 6.1 and the Customer should therefore be insured accordingly.
- (7.2) Property in Goods supplied hereunder will pass to the Customer when:
- (7.2.1) the Goods the subject of this contract; and
- (7.2.2) all other Goods the subject of any other contract between the Company and the Customer which at the time of payment of the full price of the Goods sold under this contract, have been delivered to the Customer but not paid in full, have been paid for in full.
- (7.3) Until full payment has been received by the Company, the Customer shall hold the Goods in a fiduciary capacity for the Company in a manner which enables them to be identified as the Goods of the Company and the Customer shall immediately return the Goods to the Company should its authorised representative so request. All the normal incidents associated with a fiduciary relationship shall apply.
- (7.4) The Customer’s right to possession of the Goods shall cease if it does anything or fails to do anything which would entitle an Administrator or Administrative Receiver to take possession of any assets or would entitle any person to present a Petition for winding-up.
TERMS AND CONDITIONS OF SUPPLY
- (7.5) The Customer’s grants the Company an irrevocable licence to enter at any time any vehicles or premises owned or occupied by the Customer or in its possession for the purpose of repossessing and removing any such Goods the property in which has remained in the Company under Clause 7 hereof. The Company shall not be responsible for and the Customer will indemnify the Company against liability in respect of damage caused to such vehicles or premises in such repossession and removal being damage it was not reasonably practicable to avoid.
- (7.6) The Customer must ensure that if the Goods are or become affixed to any land or building they shall be capable of being removed without material injury to such land or building and to take all necessary steps to prevent title to the Goods from passing to the Landlord (if any) of such land or building. The Customer warrants to repair and make good any damage caused by the affixation of the Goods to or their removal from any land or building and to indemnify the Company against all loss, damage or liability it may incur or sustain as a result of such affixation or removal.
- (7.7) Notwithstanding Clause 7.3 hereof the Customer shall be permitted to sell the Goods to third parties in the normal course of business. In this respect the Customer shall act in the capacity of a Commission Agent and proceeds of any such sale shall be held in trust for the company in a manner which enables proceeds to be identified as such. The Company as Principal shall remunerate the Customer as Commission Agent a commission depending upon the surplus which the Commission Agent can obtain over and above the sum, stipulated under the original contract of supply, which will satisfy the Principal.