TJ REFRIGERATION LTD - CONDITIONS OF SALE

ALL QUOTATIONS are made and all orders are accepted to the following Standard Conditions of Sale, not withstanding anything, which may be stated or implied to the contrary in the Customer's order forms or correspondence:

DEFINITIONS
In these Terms & conditions the following expressions shall mean:
(a) The ‘Company’ shall mean TJ Refrigeration Ltd.
(b) The ‘Customer’ shall mean persons, firm, or corporation with whom the Company contracts for the sale of the goods upon the terms of these conditions.
(c) The ‘Goods’ means the product/products and or services, which are to be sold by the Company and purchased by the customer pursuant to the contract.
(d) The ‘Contract’ means the contract of the sale of the goods and or the supply of services by the Company to the customer incorporating these conditions arises from the Company acceptance of the customers order.
(e) ‘Working day’ any day of the week except a day which is Saturday, a Sunday or a bank, public or statutory holiday.
(f) “Services,” shall mean any services provided by the company including any service in relation to the customer goods and “servicing” and “serviced” shall be construed accordingly.
(g) “Goods” shall mean the customers goods to be serviced or as the components or other goods agreed to be sold by the company to the customer as detailed in the quotation accepted by the customer and confirmed by the company.

1 GENERAL. All quotations are made and all orders are accepted subject to the following terms and conditions not with standing anything to the contrary contained in any order or other form used by the customer or in correspondence, and no variation or alteration of these conditions shall have any effect unless expressly agreed to in writing by The Director of the company.
1.1 Unless previously withdrawn, all quotations are open for acceptance within 30 days only from the day thereof and are subject to confirmation in writing by The Company at the time of such acceptance.
1.2 The Company employees or agents are not authorised to make any representations or advice concerning the goods or the services unless confirmed by The Company in writing. In entering into these conditions the customer acknowledges that it does not and shall not rely on and waives any claim from breach of any such representations, which are not so confirmed.

2 ORDERS. The Company reserves the right to accept or refuse orders and also to cancel or suspend delivery under any uncompleted order.

3 DESCRIPTION ACT. All descriptive specification, drawings and particulars of weights and dimensions submitted with the Company's quotation/or in correspondents are approximate only and the descriptions and illustrations contained in the catalogue price lists and other advertising matter are intended merely to present a general idea of the goods described therein and none of these shall form part of the contract. The Company reserves the right to modify without notice the designs and specifications for the materials used in its products.

4 CUSTOMERS DESIGNS, DRAWINGS, SPECIFICATIONS AND OTHER DATA –
4.1 The customer shall be solely responsible for the accuracy of its designs drawings specifications and other data supplied to The Company by the customer its employees or agents and in conformity with which The Company is to manufacture the goods notwithstanding that The Company may have examined inspected studied or commented to the customer upon such designs drawings specifications or other data.
4.2 The customer shall indemnify the Company against all actions proceedings claims demands account of profits or other account cost fees interest and expenses which may be bought against or incurred by the Company by reason of its manufacturing and supplying the goods in accordance with such designs drawings specifications instructions or other data or requirement whether or not it is alleged in such actions proceedings and claims that any patent trade mark registered design copyright design right confidential information or other intellectual property or exclusive right of any third party has been infringed.
4.3 If the Company is required in connection with the manufacture of the goods to carry out any research development work all intellectual property rights therein shall be the absolute property of the Company and the customer shall keep confidential all information disclosed by the Company to it concerning such research and development work shall not exploit such information for its purposes without the prior written consent of the Company provided that the foregoing provision shall not prevent the customer from using the goods for whatever purpose it may think fit . Such obligation of confidentiality shall cease if such information enters the public domain otherwise than by reason of a breach of that obligation.
4.4 Any designs drawings copyright or other intellectual property created by the Company or its servants or agents (irrespective of any contribution thereto that may have been made by the customer) shall belong to the Company.

5 DELIVERY. The Company will use reasonable endeavours to collect and deliver the goods in accordance with the dates agreed with the customer and The Company, shall not be liable for any loss or damage whatever due to failure by The Company to deliver the goods (or any of them).
5.1 Where appropriate, charges for carriage and delivery may be invoiced separately, such invoices to be paid in accordance with these conditions.
5.2 The Company may deliver the goods or services by separate instalments in accordance with the agreed delivery schedule. Each separate instalment shall be invoiced and paid for in accordance with the provision of these conditions.
5.3 The failure of the customer to pay for any one or more of the said instalments of the goods or services on the due dates shall entitle Company (At the sole option of the company):
5.3.1 without notice to suspend further deliveries of the goods or provision of the services pending payment by the buyer, and/or
5.3.2 to treat this contract as repudiated by the buyer.

6 STORAGE. If after the due delivery date the Company does not receive forwarding instructions within ten days after date of notification that the goods are ready for despatch the customer shall take delivery or arrange for storage. The Company if its storage facilities permit may, however, store the goods making a charge until they are despatched and the goods when put in storage shall be paid for as if they had been despatched.

7 DAMAGE IN TRANSIT. When the price quoted by the Company includes delivery within main land UK the Company will repair or replace free of charge goods damaged in transit provided the Consignor, the Company and the Carriers receive the requisite written notification of such damage within the time specified by the Carriers. Unless the Consignor receives such notification, the Company shall be under no liability for damage in transit. The customer is advised in his own interest to inspect the goods immediately on arrival.

8 NON-DELIVERY. In the case of non-delivery notice in writing must be given to the Consignor, the Company and the Carriers writing the time specified by the Carriers. In the case of shortage of delivery claims will be considered only if the Consignor, the Company and the Carriers receive the requisite written notification of such shortage within the time specified by the Carriers. The packing and contents should be retained for inspection by the Carriers inspectors.

9.1 PRICE AND PAYMENT. All prices included in the Company's quotations are provisional and are subject to alteration upwards or downwards without prior notice according to the Company's price or prices ruling at the date of despatch from the factory.
9.2 Unless otherwise agreed, The Company shall be entitled to invoice the customer for the price at any time after The Company has notified the customer that goods are ready for collection or, as the case may be, The Company has despatched goods and/or provided the services. Where The Company is holding goods pending delivery to the customer, The Company shall be entitled to charge the customer reasonable expenses for storage starting on the 30th day following the acceptance of an order from the customer until delivery of the goods.
9.3 The customer shall pay the price without set off or deduction no later than 30 days after The Company invoice. Time for payment shall be of the essence.
9.4 The Company shall have particular and general liens of all goods in respect of monies due to The Company by the customer become overdue the customer shall on demand pay to The Company interest on such overdue sums calculated on a daily basis and compounded monthly at the rate of 5% per annum above HSBC base rending rate from time to time during the overdue period until payment in full, both before and after any court judgement.

10 CARRAIGE. Unless otherwise specified, the Company's quotation includes delivery by any method of transport at the Company's option within the usual free delivery area as if delivered by rail, subject to the Standard Terms & Conditions of Carriage of Merchandise as settled by the Railway Rates Tribunal (1927 S.R. & 0. No. 1009) or any modification thereof.

11 PACKING CASES. When packing cases are charged for credit will be given in respect thereof if the same are returned in good condition carriage paid within sixty days of the receipt by the Purchaser.

12 PATENTS. In the event of any claim being made or action being brought against the customer in respect of infringement of patents by the manufacturer or sale by the Company of goods supplied to the customer hereunder, the customer shall make no admissions in respect thereof, but shall notify the Company immediately, and the Company shall be at liberty with the customer's assistance if required, but at the Company's expense, to conduct all negotiations for the settlement of the same or any litigation that may arise there from: subject to such notification and provided that no such goods, or any part thereof, shall be used for any purpose other than that for which they were supplied to the customer, the Company will indemnify the customer in respect of any such claims.

13 WARRANTY. In respect of new equipment the Warranty as set out in the Manufacturers' appropriate Warranty Certificate shall operate in place of all other warranties conditions or liabilities expressed or implied by law all of which are hereby expressly excluded.

14 PERFORMANCE. Performance figures if given, are such as may be expected to be attained on test upon completion of installation and are subject to the usual tolerances. Reasonable time and opportunity are to be given to comply with such performance figures and no liability will be accepted in respect of any failure of attainment on test unless they have been specifically guaranteed under an agreed sum by way of liquidated damages.

15 CONSEQUENTIAL DAMAGE. The Company shall be under no liability for any consequential loss damage claims or liabilities of any kind arising form any cause whatever, nor for any contingent liability in respect of loss of stock due to mechanical or other fault or failure.

17 ARBITRATION. If at any time any question dispute or difference whatsoever shall arise between the Company and the customer upon or in relation to or in connection with the contract the same shall be referred to arbitration of a person to be mutually agreed upon or, failing agreement within 14 days after notice in writing by the one party to the other party of the existence of such dispute or difference, of some person to be appointed by the President for the time being of the Institute of Electrical Engineers and in accordance with the provisions of the Arbitration Act. 1950. Or any statutory modification or re-enactment thereof.

16 LEGAL CONSTRUCTION. The Contract shall in all aspects be construed and operate as an English Contract and in conformity with English Law. Our tender is offered on the understanding that on completion the purchaser will sign a form conforming acceptance of the equipment in accordance with Health & Safety at Work Act.

17 FORCE MAJEURE. The Company shall not be in breach of these conditions in it fails to perform its obligations or delays in performance as a result of act of God, any consequences of war, invasion, act of foreign enmity, hostilities, commotion, revolution, civil war, rebellion, riot, insurrection, military usurped power of confiscation, requisition or destruction of or damage to property by order of any government or public or local authority or other officials or seizure or forfeit under legal process, industrial action, strike, lockout, general or partial stoppage or restraint of labour from whatever cause, or any other event beyond reasonable control of The Company.

18 PURCHASER'S RISK. Equipment shall be entirely at he Purchaser's risk as from date of delivery to the address as stated in the Delivery Instructions. When the Company installs equipment on the customer’s property the installation shall be made in a workmanlike manner and the Company shall not be responsible for any damage to the property occasioned by the work of installation.

19 TRANSFER OF OWNERSHIP. The ownership of the equipment will only transfer to the purchaser when he has paid to the Company all that is owing, howsoever and whensoever arising.

20 ERECTIONS AND/OR INSTALLATION. The Purchaser shall ensure that a clear and suitable site is available and ready for the installation of equipment and that the site is readily accessible to normal transport. Except where otherwise specified, the Company does not supply labour or material for any builder's work foundations structural alteration plumbing or electrical work. In the case of built-in cold rooms, the Purchaser shall suitably prepare the structure to be in a fit condition for the direct application of insulation.

21 SERVICE. Where equipment is sold on the basis of service being given to the user without extra charge during a stated period from the date of the original installation, the Company will provide without extra charge during the period such service as shall in the opinion of the Company be necessary.

22 INSOLVENCY OF CUSTOMER. Without prejudice to The Company right to the price, The Company shall be entitled to terminate or suspend its performance of its duties under these conditions if the Customer becomes subject to any insolvency or winding up proceedings or The Company reasonably apprehends that this is likely to occur.

23 CANCELLATIONS No order which has been accepted by The Company may be cancelled by the customer except with the agreement in writing of The Company and on terms that the customer shall pay The Company in full for all losses (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by The Company as a result of cancellation.

24 WAIVER the rights and remedies of the Company in respect of the contract or in any respect of any failure by the customer to observe or comply with the terms thereof shall not be diminished waived or extinguished by the granting of nay indulgence, forbearance or extension of time by the Company nor by any failure of or delay by their The Company in asserting or exercise sing any such rights or remedies.

25 CUSTOMERS RESPONSOBILITY AT LOCATION in relation to any location for delivery and/or installation specified in or required under the contract the customer shall:
Provide suitable access for:
a) Heavy goods vehicles
b) A flat even surface suitable for wheeled transporters to enable the Company to carry the goods from the vehicle delivering the same to the point t of assembly and fixing.
c) Lighting from the vehicle delivering the same to and at the point of an assembly and fixing to meet the standard required under the then current health and safety regulations.
d) Ensure the access to the location and throughout any building to the point of assembly and fixing shall have a clearance of not less than six inches in width and height over the above dimensions of the goods
e) An electricity supply at the point of assembly and fixing 110 volts for the use of power tools

26 LAW. English Law shall govern these conditions and the Customer submits to the non-exclusive jurisdictions of the English courts.