TERMS & CONDITIONS
Terms and Conditions
Cool Repair Scientific UK Limited Terms and Conditions of Sale.
Cool Repair Scientific UK Limited (Cool Repair) are suppliers of commercial refrigeration equipment and associated services. Any products supplied shall be on a trade basis only and as such all sales will be considered a B2B (business to business) contract. By accepting these terms and conditions you agree and represent you are purchasing goods for commercial/business purposes. Your attention is drawn in particular to the provisions of Section 8 (limitation of liability).
The following terms shall have the following meanings:
‘Business Day’ A Day (other than a Saturday, Sunday or public holiday).
‘Contract’ means the contract between you and us for the sale and purchase of the Goods formed by our acceptance of your Order.
‘Delivery Location’ means the location set out in the Order or such other location as may be agreed between you and us.
‘Goods’ means the goods (or any part of them) set out in the Order and as described on the Site or in our catalogue (whichever is applicable). Pictures and any descriptions are for illustrative purposes only.
‘Lease Company, Lessor’ means any leasing company introduced to you in respect of and for the purpose of an Order or such company that you have requested us to deal with for that purpose.
‘Order’ means your order for the Goods / Services made on our Site through our online order form, direct to us by telephone or by any other means.
‘Services” means the services to be provided for the periods of times as set out in our proposal form and confirmed in our service order form.
‘Site’ means www.coolrepair.co.uk . Please note that any orders placed through our Site are not subject to the consumer cooling off/cancellation rights.
‘Terms’ means the Terms and Conditions which are set out in this document that can be amended by us from time to time.
‘We, us, our, the Company, means Cool Repair Scientific UK Limited (Company Number 3529978) whose registered office is 14 Park Row, Nottingham NG1 6GR and whose trading address is at Unit D Marlborough Court, Bennerley Road, Blenheim Industrial Estate, Bulwell, Nottingham NG6 8UYG.
‘You, your, the Customer’ means the customer purchasing the Commercial Refrigeration from us.
1.2 By placing any order with us you shall be deemed to have agreed to and accepted these Terms and shall be warranting that you are a business customer.
1.3 These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.4 Construction. In these Terms, the following rules apply:
a) A person includes a natural person, corporate or unincorporated body (whether having separate legal personality).
b) A reference to a party includes its personal representatives, successors or permitted assigns.
c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
d) Any phrase introduced by the Terms including, include, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those Terms.
e) A reference to writing or written includes faxes and e-mails 2. Basis of Contract & Acceptance of Orders
2.1 Information contained in our sales proposals is not legally binding. The Order constitutes an offer by you to purchase the Goods/Services in accordance with these Terms. You are responsible for ensuring that the contents of the Order are complete and accurate.
2.2 The Order shall only be deemed to be accepted when we issue an emailed ‘sales order confirmation’/ or service order form, at which point the Contract shall come into existence.
2.3 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract.
2.4 We reserve the right, and you consent for us, to carry out appropriate creditworthiness checks and request trade references about you and we may consult whomever we consider is appropriate for that purpose. Such information may then be made available (if applicable) to the Lease Company for the continuing assessment of credit risk.
2.5 We reserve the right to cancel any order at any point. We will inform you of any actions taken if necessary and refund any monies owed.
2.6 We reserve the right to amend any accidental error or omission on quotations, order acknowledgements, invoices or credit notes.
2.7 A proposal or quotation for the Goods/Services given by us shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.8 Our employees are not authorised to make any representations concerning the Goods/Services unless confirmed by us in writing.
3.1 We shall deliver and supply the Goods/Services to the Delivery Location only or if you have chosen to collect the Goods from us you shall do so within 7 Business Days of being notified that they are ready for collection.
3.2 All dates and times for delivery of Goods/Services are approximate only. Time of delivery shall therefore not be of the essence.
3.3 We shall be entitled to make partial deliveries and failure to deliver part only of any Order shall not entitle you to reject the Goods/Services.
3.4 If you fail to take delivery of the Goods on the date of delivery, we shall, without prejudice to our other rights, be entitled to store the Goods at your risk and you shall pay all storage and additional carriage costs incurred and any abortive delivery charges charged by the carrier. These costs are on average £68.00 + VAT but could be higher.
3.5 If you are leasing the Goods from a Lease Agreement the Goods shall not be dispatched until we have received confirmation that you have complied with Term 6.5.
3.6 When the Goods arrive at the Delivery Location, we shall only be obliged to unload them to the kerbside unless other delivery options are agreed.
3.7 You will be responsible for ensuring that we have free and safe access to give effect to delivery of the Goods/Services at the Delivery Location. Should there be any access restrictions such as pedestrianised zones, low bridges or anything else which impedes delivery; and we are not made aware as soon as possible, additional charges may be payable by you.
3.9 It is the your responsibility to check for any damage on delivery and report them to us within a 24-hour period. We will not be liable for any damage that is not reported during this period.
3.10 Spare and replacement parts are generally delivered within 1-3 working days, however in some cases they are not held in stock and must be specially ordered from manufacturers in Europe. This can extend the lead time. Time of delivery of spare parts is not of the essence.
3.11 Once the goods have been delivered to you (or your representative), and paid for in full, you become the owner of the goods and from that point on they are at your risk and are appropriately insured. You will be liable for any subsequent loss, damage or destruction.
3.12 In the case of an order being placed, you as the customer, must ensure that the correct shipping details are entered as we are unable to change shipping information for orders of this type. We can only ship to the delivery address on the order. Changes may incur additional charges.
3.13 Unless specifically agree otherwise, we are not responsible for installation of Goods. If it has been agreed that we will install the Goods, you will ensure that the place for installation is properly prepared, that electricity points, any necessary permits and information are available and that access to the location is unimpeded and can commence immediately without interruption.
4. Modification of Order
Whilst every effort will be made to supply Goods in accordance with samples and/or agreed specifications we reserve the right to modify specifications, designs and materials where such modifications do not materially affect the quality or fitness for purpose of the Goods or to comply with any applicable standards or legal requirements.
5. Price & Payment
5.1 Unless otherwise notified to you, goods will be invoiced at the price set out in the proposal and as confirmed in the, Order or if no price is quoted the price stipulated in our published price list current at the date of the acceptance of the Order.
5.2 In the case of an Order for delivery by instalments each instalment shall be invoiced separately at the price set out in the Order or if no price is quoted at the price stipulated in our published price list
at the date of despatch of such instalment. We shall be entitled to invoice each instalment as and when each instalment is despatched or at any time thereafter.
5.3 All prices are exclusive of VAT.
5.4 Prices do not include delivery to a third-party address, unless otherwise agreed in writing.
5.5 Where appropriate, all carriage, modifications, special testing, inspections, insurance, packing or samples will be charged to you in addition to the price.
5.6 Unless it has been agreed between you and us that you may purchase the Goods on a proforma basis before Goods have been despatched, we shall invoice the Goods on or at any time after despatch of the Goods.
5.8 Payment of all sums shall be made in sterling and is due:
a) 30 days from the date of the relevant invoice if we have agreed (at our absolute discretion) that you are eligible for a credit account with us; or
b) Prior to despatch of the Goods or Services if no credit account has been agreed.
5.9 If term 5.8 (b) applies we are not under any obligation to despatch Goods or Services to you unless and until payment in full is received.
5.10 If any payment is not made in full by the due date, then, without affecting any other right which we may have, we may deduct any outstanding amounts from any monies in credit on any account whatsoever. We will also be entitled to postpone any further deliveries of Goods or Services until payment is made in full.
5.11 Interest on any outstanding amounts may be charged, which shall accrue from the due payment date until the date of payment. No payment shall be deemed to have been made until we receive cleared funds.
5.12 Should you fail to pay on the due date or fail to comply with the terms of payment we reserve the right to claim compensation and interest under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).
5.13 You may not withhold or make any deduction from or set off against any payment due to us for any reason.
5.14 Export sales shall be subject to FOB terms (as defined in the latest published version of Incoterms from time to time) in addition to these Terms. For export sales it is your responsibility to obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods and to ensure that the Goods comply with all local legislative or other legal requirements.5.15;
b) You agree to indemnify us against any costs and losses we incur from your failure to comply with Term 5.16 (a); and
c) We shall charge Value Added Tax (VAT) on all sales but shall refund any such VAT to you on production by you of satisfactory evidence that you are exempt from the payment of such VAT.
5.16 We may, by giving you notice at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
a) Any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
b) Any request by you to change the delivery date(s), quantities or types of Goods ordered; or
c) Any delay caused by any or your instructions or your failure to give us adequate or accurate information or instructions.
6.1 At our discretion, and subject to certain criterion, we may be willing to allow the payment of the Goods to be funded through a Lease Agreement. Our agreement to this will be strictly on the basis that you agree to the terms within this section 6.
6.2 We only act as an introducer to the Lease Company and are independent from it and not in any way connected to the same.
6.3 You acknowledge that you have not relied upon any advice or representations from us in respect of whether you should use this method of payment.
6.4 You understand that the arrangements for the Lease is a separate contract and not part of any other contract with us and you accept all responsibility in this regard.
6.5 You warrant that you shall ensure that all documentation and information required by the Lease to process the Order shall be completed no later than 7 Business Days from receipt of the same. Failure to comply with this provision will lead to delayed delivery.
7. Warranties, Return Policy & Cancellations
7.1 a. We warrant that on delivery the Goods shall:
a) Conform with their description; and
b) Be free from material defects in design, material and workmanship
7.1 b. We warrant that Services shall be provided with reasonable care and skill.
7.2 Subject to the Terms of this section 7 if:
a) You give us notice in writing within 5 Business Days of discovery that some or all of the Goods/Services do not comply with the warranty set out in clause 7.1;
b) We are given a reasonable opportunity of examining such Goods/Services; and
c) You (if we ask you to do so) return such Goods to our place of business at your cost we shall, at our option, repair or replace the defective Goods/Services, or refund the price of the defective Goods/Services in full.
7.3 Goods shall be supplied with their manufacturer’s or distributor’s standard parts only warranty unless otherwise specified in your Order. Additional warranties may be available from the manufacturer or distributor at an additional cost which will be added to your Order if you have chosen such additional warranty. All manufacturer’s and distributor’s warranties shall be governed by the manufacturer’s and distributor’s own terms and conditions.
7.4 When signing for deliveries you must state clearly on the delivery note any damage or shortages.
7.5 non-delivery must be notified in writing to us and to the carrier within 3 Business Days of the despatch date on the advice note or invoice;
7.6 You must provide all information and assistance required by us to investigate any suspected defect and, if required, permit us to inspect the Goods concerned at any premises where the same are located.
7.7 We reserve the right for Goods returned which are over 28 days old from the date of purchase to be replaced with a refurbished or repaired product.
7.8 These Terms apply to any repaired or replacement Goods supplied by us.
7.9 Goods are not sold on a trial basis. You should check the specifications and suitability of the Goods before ordering. We do not warrant the suitability of the Goods for specific applications, and it is your responsibility to assess this.
7.10 Goods which have been incorrectly ordered will only be accepted for return with our prior approval and subject to the payment by you of return carriage costs and any charge in accordance with Term 7.12
7.11 Returned Goods will only be accepted if they are: in the same condition as when they were delivered and they are correctly packed in the original packaging with the manuals, returned with the necessary proof of delivery and purchase, and have not been used.
7.12 We reserve the right to make a restocking charge of 25% if the Goods are unopened and with original packaging. If there is NO packaging or the goods are used then up to 50% restocking can be charged by manufacturers (at manufacturer’s discretion) of the value of the Goods. Such a charge may be made where we incur the same charge from our suppliers.
7.13 Should you wish to cancel an order, the cancellation must be made in writing, either by email, fax or post. If you cancel any order whilst the Goods are still in transit, an abortive delivery charge will be incurred by you.
7.14 Goods may not be returned without a Goods Return Authorisation Number which can be obtained from us by contacting our Sales Desk on 01159753743.
7.15 Any Goods that are not normally held in stock will be ordered on your behalf from the manufacturer or other supplier. Such items cannot be returned if the customer decides that it is no longer required.
7.16 We shall not be liable for any failure to comply with the warranties set out in clause 7.1 in any of the following events:
a) You make any further use of such Goods after giving notice in accordance with clause 7.2;
b) A defect arises because you have failed to follow our (or that of the manufacturer or distributor) oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
c) A defect arises as a result of us following any drawing, design or specification supplied by you; d) You alter or repair without our written consent;
e) A defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
f) A defect arises as a result of the actions of a third party or a third party event, such as a power failure or power surge; or
f) Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7.17 All special order items are made to order and are non-refundable once the order is placed. All special order items are clearly marked on the Order.
7.18 In the event of a warranty call out, we reserve the right to take a deposit until the fault or error has been diagnosed. On receipt of the engineer’s report being received by us, all the deposit will be returned unless it is found to be a non-warranty issue in which case the remaining balance after charges will be returned.
7.19 Warranties will only apply if the equipment is situated in the UK mainland. 8. Limitation of Liability – Your attention is drawn to the importance of this term
8.1 Term 8 defines our full liability in respect of the Goods/Services. All other conditions, warranties or other undertakings concerned with the Goods whether express or implied by statute, common law, custom, usage or otherwise, are excluded to the fullest extent permitted by law except that nothing in these Terms shall exclude our liability for:
a) Death or injury resulting from our negligence;
b) Breach of terms as to title under Section 12 of the Sale of Goods Act 1979; c) Fraud or fraudulent misrepresentation.
8.2 Subject to Term 8.1:
a) We shall not be liable for any direct or indirect costs, claims, damages, losses or expenses arising out of any tortious act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals or any indirect or consequential losses;
b) Our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not in any circumstances exceed the invoice value of the Goods;
8.3 Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, power failures or power surges, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms,
earthquakes, loss at sea, epidemics, pandemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors, computer system failures and computer virus attacks.
8.4 We shall not be responsible for affixing any warning notices to the Goods or their packaging. This shall be your responsibility and you are deemed to have full knowledge of the Goods in relation to safety and otherwise.
8.5 You are responsible for awareness of all relevant guidelines and regulations relating to health and safety within the workplace.
8.6 We shall therefore not be liable for your failure to comply with Terms 8.4 and 8.5 and you agree to indemnify us against all losses and costs arising from such failure.
8.7 The installation of the Goods requires a qualified person. We will not accept any actual or consequential claim or liability arising from incorrect installation and fitting of the Goods. We make no warranty as to the suitability of any packaging should you wish to re-sell the Goods. It is your responsibility to take such steps as are necessary to ensure that appropriate information relevant to the Goods is made available to any person to whom you supply the Goods to.
9. Title & Risk
9.1 The Goods shall be at your risk from delivery. However, we shall retain title (ownership) of the Goods until such time as you have paid any monies due to us on any order.
9.2 Whilst we retain ownership of the Goods in accordance with Term 9.1 the following terms shall apply:
a) You shall keep the Goods labelled as belonging to us and separate and identifiable from all other goods in your possession as our bailee;
b) Your right to possession of the Goods shall immediately cease if any of the circumstances in Term 9.4 arise.
c) You may only re-sell the Goods to your clients in the ordinary course of your business as our fiduciary and trustee. In the event of any resale by the customer of the Goods our beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to us and until such assignment shall be held on trust in a separate identified account for us by you and shall be identifiable as belonging to us.
9.3 Without prejudice to the equitable rules as to tracing, in the event of failure to pay any and all the payments for the Goods in accordance with these Terms we shall have power:
a) To re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose we and our servants and agents may forthwith enter upon any premises or land occupied or owned by you to remove the Goods; and
b) Pending payment of any and all payments due hereunder for the Goods you shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business carried on by you in an amount at least equal to
the balance of the payments due hereunder for the same from time to time remaining outstanding. The policy shall bear an endorsement recording our interest.
9.4 We shall have the right to cancel all or any contracts with you or withhold delivery of any Goods if:
a) You fail to pay any monies owing to us by the due date; b) You commit any breach of any contract with us;
c) You suspend, or threaten to suspend, payment of its debts, or are unable to pay your debts as they fall due or you admit inability to pay your debts, or (being a company) you are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) you are deemed either unable to pay your debts or as have no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
d) You commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where you are a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the company with one or more other companies or your solvent reconstruction;
e) (where you are a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the company, other than for the sole purpose of a scheme for a solvent amalgamation of the company with one or more other companies or your solvent reconstruction;
f) (being an individual) you are the subject of a bankruptcy petition or order;
g) Your creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
h) (where you area company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;
i) (where you are a company) a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver;
j) A person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
k) Any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this Term 11.3;
l) The Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;
m) Your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; and
n) (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), become incapable of managing your own affairs or become a patient under any mental health legislation.
9.5 In the event of delivery being withheld we shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.
10.1 The construction, validity and performance of all Contracts between the parties shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts.
10.3 You shall ensure that no trademark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered or otherwise interfered with in any way.
10.4 Without prior consent you shall not make any use of any logo or trademark owned or used by us (whether in connection with the goods or otherwise) or any part thereof for any purpose whatsoever.
10.5 Any part of these Terms which is void or unenforceable shall be deemed severable and shall not affect any other part of these Terms.
10.6 No waiver or forbearance by us (express or implied) in enforcing any of its rights under a Contract shall prejudice our right to do so in the future.
10.7 While every effort is made by our suppliers to stock items, occasions may arise where the item is sold out. We will, at our earliest possible opportunity inform you if any items are out of stock. We are not liable for any stock issues.
10.8 Contracts for Services may be terminated by us immediately in the event of a breach by you of these Terms or by us giving you one month’s notice in writing. In the event of termination, no refunds will be paid.
10.9 Each party shall execute any document or carry out any act that may be necessary to bring the provisions of the Contract into full force and effect.
10.10 We may assign the burden and the benefit of the Contact. You may only assign with our consent.
10.11 Nothing in this Contract will confer any rights on any third parties and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
10.12 All notices under the Contract shall be in writing and be deemed duly given if signed by or on behalf of a duly authorised office of the Party giving the notice. Notices shall be deemed to have been duly given if
(i) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
(ii) when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
(iii) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
11. UK WEEE Regulations (SI2006/3289 Waste Electrical and Electronic Equipment Regulations 2006 as modified by any subsequent legislation).
11.1 We sell our products either retaining the manufacturer’s obligations under the UK WEEE Regulations or with you taking on those responsibilities. In either case you must clearly state which of these options you require, and this must be documented. We will confirm this option on our order acceptance documentation. You must agree to disclose this agreement to any subsequent purchaser(s) of this equipment, as required by the regulations.
11.2 You agree to indemnify us from our obligations under the UK WEEE Regulations which may require us to be responsible for financing the collection, treatment, recovery and environmentally sound disposal of any product supplied before 13th August 2005, where a similar new product is being purchased. We will undertake the collection, treatment, recovery and environmentally sound disposal of any product supplied before 13th August 2005 (or outside the scope of the WEEE regulations) subject to payment of our current disposal fees.
12. Recording of Communications
We may monitor, record, store and use any telephone, email or other communication with you in order to check any instructions given to us, for training purposes, for crime prevention and to improve the quality of our customer service.