1.1 “the Company” shall mean AFR Refrigeration Ltd. Registered office Unit 5 & 6 Delta Park, Smugglers Way, London SW18 1EG
1.2 “the Purchaser” shall mean the person, company or any other body that purchases or agrees to purchase goods.
1.3 “goods” shall mean all goods, products, equipment and services that the Purchaser agrees to buy from the Company.
PRECEDENCE OF TERMS
2.1 These general conditions shall apply save as varied by specific agreement in writing and if these conditions conflict with any conditions of the Purchaser, then these conditions shall prevail.
3.0 These terms shall in all respects be construed and operated in accordance with English law
FORMATION AND CONCLUSION OF CONTRACT
4.0 The contract of sale shall be concluded by the issue of an invoice or delivery note by the Company. Any representative of the Purchaser shall be deemed to have authority to contract on such items. See 8 below regarding ‘title’.
DESCRIPTION OF GOODS & PRODUCT PERFORMANCE
5.1 All data included in catalogues, circulars, advertisements and price lists of the Company shall be deemed to be approximate only and shall not constitute an offer to supply.
5.2 The responsibility for ensuring that goods are sufficient and suitable for the purchaser’s requirements rests with the purchaser except in so far as the Company has specifically advised performance or suitability.
6.1 Delivery of the goods shall be deemed to take place when they are actually delivered to the Purchaser or his representatives or to the Purchaser’s premises when the risk as to loss and damage in respect of the goods shall pass to the Purchaser.
6.2 Quoted delivery dates are given in good faith in accordance with information from third party manufacturers and are to be taken as “best estimates”. Late delivery of goods does not entitle the Purchaser to reject the goods, or to terminate the contract, or to withhold payment.
6.3 If the Purchaser does not provide appropriate instructions, information, documents, licences or authorisations in order to enable the Company to deliver the goods, the Purchaser thereby places itself in breach of its obligation to accept delivery of the goods.
7.1 Prices are subject to value added tax (VAT) at rates prevailing at the time of despatch.
7.2 Payment shall be cash with order except for Purchasers who have been granted credit facilities whereby payment shall be due on the last day of the month following date of invoice, save as varied by specific agreement in writing.
7.3 If payment is overdue, payment for all goods delivered to the Purchaser shall become payable immediately and interest at the rate of 5% above Bank of England base rate shall be chargeable from the date of invoice and the Company may invoke the recovery procedure in clause 6 and any other lawful remedy available to the Company.
TITLE AND RISK
8.1 Ownership of the goods remains with the Company and will not pass to the Purchaser until the Company is paid for all the goods and no other amounts are owed by the Purchaser in respect of other goods supplied by the Company.
8.2 Where the goods are attached to or incorporated in other goods or are altered by the Purchaser, ownership of the goods shall not pass to the Purchaser by virtue of the attachment, incorporation or alteration if the goods remain identifiable and, when attached or incorporated in other goods, can be detached or removed from them.
8.3 The Purchaser must store the goods separately from any other goods unless they become the Purchaser’s property; or they are attached to or incorporated in other goods; or the Purchaser delivers them to another buyer.
8.4 If the Purchaser is overdue in paying for the goods or any other goods supplied by the Company, the Company may, if still the owner of the goods recover and resell them. The Company may enter the Purchaser’s premises for this purpose and may, if necessary, detach or remove the goods from any other goods. This does not affect any other rights of the Company.
8.5 Until the Purchaser has paid the Company for all goods that the Company has supplied to the Purchaser:
8.5.1 if the Purchaser sells the goods, the Purchaser shall hold the proceeds of sale on trust for the Purchaser in a separate bank account;
8.5.2 the Company may trace the proceeds of sale that the Purchaser receives into any bank or other account that the Purchaser maintains;
8.5.3 if the Purchaser sells the goods, the Company may, by written demand, require the Purchaser to assign to the Company the Purchaser’s rights to recover the price from its buyer; and the Purchaser must not assign to any other person any rights arising from a sale of the goods without the Company’s written consent.
8.6 Risk in the goods passes to the Purchaser on delivery in accordance with clause 4.
GUARANTEE AND WARRANTY
9.1 All goods are guaranteed against defects in material and / or workmanship to the extent that the Company will repair or replace those parts that prove, in the Company’s judgement, to be defective in material and /or workmanship under normal and proper use within twelve months from the date of the Company’s invoice. All labour costs to be borne by the Purchaser. Defective parts are to be returned to the Company and replacement parts will be issued free of charge. Carriage both ways is to be borne by the Purchaser.
9.2 This guarantee does not apply when defects of any kind are due to: a) accident b) mishandling, inappropriate or faulty use or maintenance of the goods c) when the goods have been interfered with by unauthorised persons d) fair wear and tear.
9.3 The guarantee period will not be extended or renewed upon delivery of replacement parts
9.4 Liability of the Company hereunder shall not arise if the defects result from misapplication, misuse or other fault of the Purchaser in relation to such goods.
9.5 If the goods are covered by a supplier’s or manufacturer’s guarantee the terms of such guarantee shall be deemed to be accepted by the Purchaser in substitution for the foregoing guarantee and the Purchaser shall be responsible for ascertaining which guarantee provisions apply.
9.6 Failure to pay for goods voids all warranties and guarantees.
RETURN OF SURPLUS GOODS
10.0 Goods surplus to the Purchasers needs will be accepted for credit only with prior agreement of the Company and will be subject to a re-stocking charge of 15% of the net price subject to a minimum charge of £25.
11.1 The Purchaser is not permitted to cancel this contract except with the written consent of the Company.
11.2 Where there is an agreed cancellation permitted by clause 9.1 the Purchaser shall indemnify the Company for all liquidated damages and losses incurred as a result of the cancellation.
- The Company shall not under any circumstances whatsoever be liable for consequential or other loss or injury of any nature to persons or property arising from the use or misuse of goods supplied by the Company or arising from any defect whatsoever, however caused.
- If the Purchaser:
13.1 being a company;
13.1.1 has a petition presented for its winding up; or
13.1.2 passes a resolution for voluntary winding-up (other than for the purpose of a bona fide amalgamation or reconstruction); or
13.1.3 enters into a voluntary arrangement with its creditors; or
13.1.4 becomes subject to an administration order; or
12.1.5 has a receiver appointed of all or any of its assets; or
13.2 being an individual or firm;
13.2.1 becomes bankrupt or insolvent; or
13.2.2 enters into a voluntary agreement with creditors
then the Company shall be entitled to treat the contract as being at an end or suspend any further deliveries under the contract. If the goods have been delivered but not paid for, the price shall become due immediately regardless of any previous arrangement to the contrary.
LIMITED LIABIILITY / FORCE MAJEURE
14.0 The Company shall be under no liability if it is unable to perform a contract of sale (including delays in delivery) for any reason beyond its control including Act of God, fire, inclement or exceptional weather conditions, official or unofficial industrial action, hostilities, shortage of labour, shortage of materials, failure of power or other supplies, governmental orders or intervention by any other cause whatsoever of an unexpected and exceptional nature.