Terms & Conditions

Capital Refrigeration Services Ltd

Terms and Conditions of Sale

1          Interpretation

1. i) In these Terms and conditions of sale the following words have the following meanings

Word                            Meaning

“The buyer”                   the person(s), firm or Company who purchases the goods and/or services from the Company

“The Company”             Capital Refrigeration Services Ltd

“Contract”                     any contract between the Company and the buyer for the sale and purchase of the goods and/or the supply of the services incorporating these conditions

“Goods”                        any goods agreed in the contract to be supplied to the buyer by the Company (including any part or parts of them)

“Services”                     any installation service or other services agreed in the contract to be performed by the Company for the buyer

“Sale”                           transfers of goods/ services (and title to it) in return for money (or other thing of value) on terms agreed upon between buyer and seller.

1. General

All quotations issued and orders received are subject to these Conditions of Sale and no alterations shall take effect unless confirmed by The Company in writing.  No term, condition or warranty not recorded herein shall be binding on The Company, except where such is necessarily imported into the contract under any Statute or at Common Law.

2. 2. Prices
3. I) Errors and omissions are subject to correction.
4. ii) Unless otherwise stated in writing, prices charged will be those ruling at the date of despatch.

iii)         Unless otherwise specified, prices include for the supply and delivery only of goods but not for their off-loading positioning or installation.

1. iv) All prices are exclusive of VAT which will be charged as applicable.

3. Payment
4. i) In respect of an initial order and whenever else specified by the Company the Buyer shall pay The Company in full as a condition precedent to dispatching the goods. In all cases payment must be made in full by not later than 30 days from the date of delivery.
5. ii) Where payment is not received by due date The Company reserves the right to charge interest on outstanding amounts for each month or part of a month that payment is overdue, at the rate of 2.5 % per month or part thereof and/or at The Company option, to suspend all deliveries of all goods to the Buyer.

iii)         Should the Company be prevented by the Buyer from effecting delivery on the due date, the full price of the goods shall become payable as if the goods had been delivered.

1. iv) If payment of invoices is not received, we reserve the right to recover any costs, commissions or fees incurred for the collection of payment including those which may be incurred by using a debt collection agency

4. Delivery
5. i) Any time expressed for delivery shall be deemed to be an estimate only, time not being of the essence of the contract unless separately agreed to in writing by Capital Refrigeration Services Ltd. The Company accepts no liability for any loss sustained by the Buyer through late delivery and further where a time for delivery has been agreed but delivery is delayed for any reason beyond the control of The Company, a reasonable extension of time shall be allowed to The Company.
6. ii) Where working drawings have to be approved by either the Buyer or his agent then the estimated delivery period is to be calculated from the date of receipt in writing of this approval.

iii)         Where a time for delivery is agreed and the Buyer fails, for whatever reason, to accept delivery, The Company reserves the right to make reasonable charge for storage. Should delivery not be possible after one week’s delay Capital Refrigeration Services Ltd shall be entitled to submit an invoice and the normal conditions of payment will apply

1. iv) The Buyer shall provide adequate labour and unloading facilities at the place of delivery at his own risk and expense. (Tailboard drop only)
2. If advance notice of the appropriate arrival time of delivery vehicle is required, this must be stated on the order.

4. Delivery-Continued

1. Whilst all reasonable care will be taken in delivering goods, customers are advised to take steps to protect floor/wall surfaces at risk of collision damage, along with any items of furniture / equipment.

• The Company do not accept any liability for any damage resulting from failure to protect any items covered under VI) above.

5. Cancellation of Order
6. i) Standard Items – a Cancellation charge of 25% of net invoice value will be made to cover The Company’s administration and other costs.
7. ii) Orders for Off Standard & Special Items – Once manufacture had commenced, cancellation of items made to a Buyer’s specific requirements will involve, in addition to the cancellation charge (referred to in para.5i) all manufacturing and other costs incurred by The Company up to the time of cancellation.

iii)         Once goods have been delivered they are not in any circumstances returnable without The Company’s agreement in writing.

            Damage or Loss in Transit

1. i) The Company responsibility ends with the arrival of goods at the designated delivery point. (Tailboard drop only) The Company is not liable for any damage or loss caused during unloading or thereafter.
2. ii) Goods should be examined on arrival by the Buyer or his agent and details of any damage or loss entered on the Carrier’s delivery note, and notified within 24 Hrs

iii)         Once goods have been delivered they are not in any circumstances returnable without The Company’s agreement in writing.

Buyers own equipment and or property.

1. iv) Where the company works on or transports any property owned by the buyer during the execution of the Services and or supply of the Goods the company will take all reasonable precautions to protect the equipment being worked on or transported but does so at the buyers own risk.

The company will accept no responsibility for any damage occurring while carrying out any work on the Buyers property or transporting any equipment. The company recommend that the Buyers covers such works and transportation of any goods through the provision of adequate insurance cover

6. Carriage
7. i) An additional charge will normally be made for packing and delivery outside the mainland of the United Kingdom.
8. ii) A handling charge, inclusive of postage, packing and administration costs will be made on small orders as stated on The Company’s current price list.

iii)         Any special delivery arrangements by passenger train, carriers or similar requests by the Buyer will be charged at our current rates.

7          Property and Risk

1. Title to each item of the goods supplied by The Company remains vested in The Company until the purchase price and all other monies owing by the Buyer in relation to those goods or the price (whether or not due) are paid in full.
2. In addition and without prejudice to sub-condition 7i) above title to goods supplied by The Company remains vested in The Company until such time as there are no monies owing by the Buyer to Capital Refrigeration Services Ltd on any account (whether or not due).

• The Company shall be entitled (but not obliged) at any time to recover and dispose of any goods to which it has retained licence for so long as any monies shall remain owing to it and to enter the Buyer’s premises to inspect and recover

1. Any such goods.
2. iv) The Buyer agrees and undertakes in respect of all goods that remain the property of The Company:
3. a) To store the same in such a way that they are readily identifiable as the property of The Company
4. b) To insure the same to their full value, and
5. c) To hold the same in the respect as bailee for The Company.

vi).        Where the property in the goods has not passed The Company may nevertheless maintain as action against the Buyer for the purchase price and all other monies then owing to the Company in relation to the goods notwithstanding Section 49 of the Sale of Goods Act 2015.

• If The Company repossess or resells its goods it shall credit the Buyer in The Company’s accounts (in each case after deduction of all expenses of recovery and/or sale) with the lesser of (I) the net value or proceeds of the sale (as The Company may elect) or the goods and (ii) the involved price (excluding

value added tax) to the Buyer of the goods

1. Notwithstanding the provisions of Conditions 8i) and 8ii) above the goods shall be at the risk of the Buyer from the time when they are tendered for delivery at an agreed destination or are available for collection by the Buyer or cease to be in The Company ‘s possession and in particular when they are delivered into the possession or custody of a carrier, forwarding agent, warehouseman or other bailiff

or agent for the purpose of transmission whether or not such person contracts with or is instructed by The Company or the Buyer.

8. Drawings & Designs

All drawings and designs prepared by The Company shall remain the Company’s property and copyright and therefore must not be wholly or partially used or copied without The Company’s express consent.

9. Description

Illustrations, descriptions and dimensions, in The Company’s catalogue or documents, although correct in general detail, do not constitute a sale by description.  The Company’s policy is one of continuing improvement and The Company reserves the right to vary or modify the design specification or surface finish without notice, unless written undertaking has been given to the contrary.

10. Replacement

Where the goods supplied by The Company are the Company’s design and manufacture The Company Ltd will make good any defects in those goods subject to the following conditions:

1. i) The Buyer shall notify The Company in writing at The Company’s address Unit 16 Lea Rd Industrial Park, Waltham Cross, Herts EN9 1AS within 10 days of the date of delivery.
2. ii) The Company shall be provided with an adequate opportunity to examine the goods.

iii)         The Company shall not be obliged to replace any goods or make any allowances or

other arrangement if, in the reasonable opinion of Capital Refrigeration Services Ltd, the defect has arisen from accident, misuse, neglect, incorrect installation, lack of reasonable maintenance, or any other cause beyond the control of Capital Refrigeration Services Ltd.

iv).        Where the defect is reasonably attributable to the fault of The Company, The Company shall replace or repair the defective goods, but shall not be liable for any costs of removal of the defective goods, or of the installation of replacement goods, nor any consequential loss or damage arising there from.

1. v) The Company will not accept any charges for remedial work which is carried out without his express authority and approval.
2. vi) The Company’s liability shall be limited to the repair or replacement of materials and components manufactured by The Company. No goods are guaranteed by The Company for any specific length of time but are warranted to be free from defect in workmanship and materials at the time of delivery.  No liability can be accepted in respect of products that have become defective due to contact with corrosive liquids such as strong bleaching solutions and fluids, photographic developing liquids, immersion type silver cleaning fluids and the like which are injurious to stainless steel.

vii)        Where goods and components supplied by The Company are not of The Company’s design and manufacture, The Company’s liability shall be limited to the guarantee provided by the manufacture of such goods and components.

viii)       The Company shall not be under any duty arising from Section 11 of         the Conditions of Sale if the Buyer is in breach of any provision of the Contract with The Company until the Buyer has remedied the breach.

11        Indemnity

The Buyer shall indemnify The Company against all damages, penalties, costs and expenses to which The Company may be liable if any work done in accordance with the Buyer’s specification infringes any third party property right.

12. Limitation of Liability

12.1      Subject to Condition 11 (Para i-viii) The Company warrants that (subject to the other provisions of these conditions)

1. i) The goods will be of satisfactory quality within the meaning of the sale of goods act 2015 and
2. ii) That services will be performed in accordance with the contract and with reasonable skill and care

iii)         Unless otherwise advised in writing, the standard warranty for goods supplied will be twelve months or where indicated from the date of delivery/ handover.

12.2      The Company shall not be liable for a breach of the warranty in conditions 11 (i-iii) unless:

1. i) The buyer gives written notice of the defects to The Company within the warranty period when the buyer discovers or ought to have discovered the defect.
2. ii) The Company is given reasonable oppotunity after receiving the notice of examining such goods or services.

12.3      The Company shall not be liable for a breach of the warranty in condition 12.1 if:

1. i) The defect arises from any drawing, design, or specification supplied by the buyer; or
2. ii) The defect arises because the buyer failed to follow the manufacturers, or the Company oral or written instructions as to the storage, Installation, commissioning, use or maintenance of the goods (or if thee are none) good trade practice; or

iii)         The defect arises from fair wear and tear, wilful damage, negligence, abnormal working conditions, or misuse; or

1. iv) The buyer alters or repairs the goods or attempts to rectify the services without the written consent of The Company; or
2. v) The defect arises from any defect or circumstances within the buyers premises (including without limitation defects in the sub-flooring walls, roofing and structure of the premises) which was not reasonably apparent at the time of the supply of the goods or the provision of the services; or
3. vi) The defect was specifically drawn to the buyer’s attention prior to the conclusion of the contract or at the time of the supply of the goods or the provision of the services; as a potential defect for which the Company would not accept responsibility.

12.4      Subject to conditions 11.3 (i-ii) and 11.3 (i-vi) if any of the goods and services do not conform with the warranty in condition 11.1 (i-iii) the Company shall at its option repair or replace such goods (or the defective part) or perform the services provided that, if the Company so requests, the buyer shall at the buyers expense, return the goods or the part of the goods which is defective to the Company.

12.5      If the Company complies with condition 11.4 it shall have no further liability for a breach of the warranty in condition 11.1 (i-iii) in respect of such goods or services

12.6      Any goods replaced will belong to the Company and any repaired or replacement goods or reperformed services will be guaranteed on these terms.

12.7      All equipment and services supplied will have twelve months warranty period that will include parts (save for consumable items such as light bulbs, door seals, and full list available on request) and labour.

13        Limitation of Liability

13.1      Subject to conditions 12.1-12.7 the following provisions set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub contractors) to the buyer in respect of;

1. i) Any breach of these conditions and
2. ii) Any representation, statement, or tortuous act or omission including negligence arising under or in condition with the sale or contract

13.2      All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the sale of goods act 2015 are, to the fullest extent, permitted by law, excluded from the contract.

13.3      Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.

The buyer’s attention is particularly drawn to the provision of condition 15

14        Subject to conditions 13.2 and 13.3

1. i) The Company’s total liability in tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance of this contract shall be limited to the total price payable by the buyer under the contract/ sale.
2. ii) The Company shall not be liable to the buyer for any indirect or consequential loss or damage, cost, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of, or in connection with the contract/ sale. Indirect or consequential loss shall include without limitation loss of profit, loss of interruption of business and depletion of goodwill.

15        Information

1. i) All warning data sheets, diagrams and other information as to the construction, assembly, use, storage, or disposal of the goods made available to the Buyer before, at the time, of or after the time of supply of the goods to the Buyer, shall be supplied to the Buyer or to any person to whom the Buyer shall impose a similar requirement on such person. The Buyer shall indemnify the Company in full against all liabilities, costs, claims, demands and expenses resulting from any failure by any person other than The Company to make such warnings data sheets diagrams and other information available to any other person.
2. ii) Where an indication as to time limits for the use of goods has been supplies to the Buyer the Buyer shall procure that all persons into whose hands the goods may come are aware of such lime limits and shall not supply the goods after such time limits have been exceeded.

iii)         The Buyer will notify The Company of any intended application of the goods other than that contemplated in the information referred to in sub-section i) above so as to enable The Company to verify that the goods will be safe for use in such application.

16        Termination

If the Buyer commits any breach of these conditions or if, in the opinion of Capital Refrigeration services Ltd, the financial standing of the Buyer becomes unsatisfactory The Company may, without prejudice to its other rights and remedies, terminate this contract and any other contract between the Buyer and Capital Refrigeration Services Ltd by notice in writing to the Buyer.  The Company shall also be entitles to require immediate payment for all goods delivered under this and any         other contracts subsisting between the parties or (at The Company’s option) security for payment satisfactory to The Company.  In the event of termination under the provisions of this clause The Company shall be relieved of all liability under this contract and any other contract so terminated.

17        Force Majeure

In the event of war, invasion, act of foreign enemy, hostility (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or usurped powers, The Company shall be relieved of liabilities incurred under the contract wherever and to the extent to which fulfilment of such obligations Is prevented, frustrated or impeded as a consequence of any such events or by status, rules, regulations, orders or requisitions issued by any government department, council, or duly constituted authority, or from strikes, lock-outs, breakdown of plant or any other action caused (whether or not of like nature) beyond The Company’s control.

18        Law and Arbitration

1. i) All contracts entered into by The Company shall be subject to English Law.

19        General

1. i) Any notice to be given under these conditions may be delivered, or be sent to prepaid post sent first class, addressed to the party to be served at its registered office for the time being or (if not a Company) the address for that party giving the notice. Notices served by post shall (except where expressly provided otherwise) be deemed served in the second business day after the posting; ‘business day’ shall mean a day other than a Saturday and Sunday or an English Bank or Statutory Public holiday.
2. ii) No failure or delay by The Company in exercising nay of its rights under this contract shall operate as a waiver thereof.

iii)         In the event that any of these conditions shall become or shall be declared by any Court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity or unenforce ability shall in no way impair or affect any of the other conditions thereof all of    which shall remain in full force and effect.

iv).        Clause headings are for ease of reference only and do not affect construction.

End.

Capital Refrigeration Services Ltd copyright 2021