Terms & Conditions
NRL Refrigeration Conditions of Sale
- DefinitionsIn these Conditions:
- “The Company” shall mean NRL Refrigeration Ltd
- “The Purchaser” shall mean the person, firm or company to whom the acknowledgement of order is issued
- The “Goods” shall mean any plant, machinery or goods to be supplied by the Company
- Conditions to apply to all Shipments
These terms and conditions shall apply to all individual contracts for the sale of goods by the Company to the Purchaser.
Notwithstanding anything to the contrary in the Purchaser’s standard conditions of purchase including any terms and conditions which the Purchaser may purport to apply under any purchase order, confirmation or similar document, these conditions shall apply.
No servant or agent of the Company has the power to vary these conditions orally or to make representations or promises about the goods, their fitness for any purpose or any other matter whatsoever.
3. Acceptance of Individual Orders by Seller
- All orders for Goods shall be deemed to be an offer by the Purchaser to purchase Goods in accordance with these Conditions.
- Despatch or delivery of the Goods by the Company to the Purchaser shall be deemed conclusive evidence of the Purchaser’s acceptance of these Conditions which are deemed to be incorporated in all contracts of sale on the understanding that the Purchaser agrees to waive those of his conditions that conflict with, or are in addition to, these terms of sale. No other conditions shall apply unless otherwise agreed in writing by the Company.
- Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed to in writing by the Company.
Any notice, consent, acceptance or instruction to be served or given in Accordance with these terms and conditions shall be in writing and shall be considered to be duly served 72 hours after it has been sent by registered post or immediately upon delivery if sent by courier or by fax (subject to proof of proper transition) to the registered address of the receiving party.
- We reserve the right to alter specifications and prices without prior notification.
- Prices are shown in the written quotation and acceptance of order given by the Company to the Purchaser for each proposed purchase of goods by the Purchaser.
- Payment shall be in accordance with the terms specified on the invoice.
- Without prejudice to any other rights of the Company , if the Purchaser should fail to pay the invoice by the date due, the Purchaser shall pay interest on any amount overdue from the date that the payment should have been made to the date when it was made (whether before or after judgement is made) on a daily basis at a rate of 5% above the base rate of Lloyds Bank PLC and reimburse the Company’s costs and expenses (including legal costs) incurred in the collection of any overdue amount.
- The Company shall be released from any and all commitments to the Purchaser under the contract if the terms of payment detailed on the invoice are not met in full by the Purchaser.
- Time of Delivery
7.1 Any time of delivery quoted by the Company shall run from receipt by the Company of a written order from the Purchaser together with the receipt of all relevant information
7.2 Delivery will be made anywhere in mainland UK as specified in the contract of sale.
- The Company undertakes to use its best endeavours to dispatch the goods on the promised delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract of sale unless expressly stipulated in writing.
- If delivery is delayed by strikes, lockouts, fire, accident or any other cause beyond the control of the Company, a reasonable extension of time for delivery shall be granted by the Purchaser.
- Where a period is agreed for delivery and the period is not extended by agreement between the parties, the Purchaser shall take delivery during the period.
- Should no period be specified in the contract of sale, the Company shall impose a standard period, this being three months from the date of receipt of the Purchaser’s written order.
FAILURE OF PURCHASER TO TAKE DELIVERY
- Failure to take delivery within the time period specified in the contract or in these terms and conditions renders the Purchaser liable for any costs incurred by the Company as a result of the failure.
- Where the Purchaser fails to take delivery within the time period, the Company reserves the right, at its sole discretion, to sell , put in storage or otherwise dispose of the goods, to a third party and the Purchaser shall be held liable for any costs incurred by the Company in the exercise of that right.
- The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any such delay nor does failure to take delivery entitle the Customer to refuse to accept delivery or performance of, or repudiate the contract.
FOB DELIVERY AND DELIVERY TO SITE
- Delivery FOB named vessel and port of loading shall be deemed to be delivery to the Purchaser.
- Delivery to site is by single driver transport and it is therefore the responsibility of the Purchaser to ensure that any additional labour or equipment required for unloading is on site at time of delivery.
- Any costs incurred by the Company due to inadequate site access for the delivery shall be charged to the Purchaser.
SHORTAGES AND DAMAGE NOTED AT TIME OF DELIVERY
- The Purchaser shall note any claims for short delivery of goods or damage during transportation on the driver’s delivery note and shall confirm the shortages and damage, together with any other damage found when the goods are unpacked, in writing to the Company within seven (7) days from the date of delivery.
- If any claim for shortage or damage is to be considered by the Company, it is essential that the signature and name on the delivery note is clear and easy to read. The person reporting the shortage or damages should add his or her name in block letters under the signature.
- Where there is a shortage in delivery, the Purchaser undertakes not to reject the goods but to accept the goods delivered as a part performance of the contract.
- Passing of Risk and Title
- From the time of delivery the goods shall be at the risk of the Purchaser who shall be solely responsible for their custody and maintenance but, unless otherwise agreed in writing, the goods shall remain the property of the Company.
- Title to the goods shall pass only when payment has been received in full and unconditionally by the Company from the Purchaser.
8.3 Until title has passed the Purchaser shall hold the goods as bailee for the Company and shall hold them separate and identifiable.
- Until the title in the goods passes to the Purchaser, the Company shall be entitled at any time to require the Purchaser to deliver up the goods to the Company and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the goods are stored to repossess the goods. The risk shall pass to the Company as and to the extent that the goods are re-possessed.
- The Warranty covers parts only for the first 12 months from date of delivery and does not provide for labour or carriage costs involved in carrying out repairs.
- Proof of purchase will be required where a machine has been in a Purchaser’s stock and our records show it to be out of warranty.
- Any alleged defect in the goods shall be notified by the customer within seven (7) days of delivery. Claims must be in writing and contain full details of the alleged defects. The Company shall have no liability with regard to any claim in respect of which the customer has not complied with this condition.
- Parts claimed under guarantee must be returned on request within 21 days and will be subject to our work-shop test. Any warranties or conditions, statutory or otherwise, as to quality or fitness for any purpose, except where specifically stated, are excluded and, except as provided for in these conditions, the Company shall accept no claim for consequential loss, damage, injury or other liability.
- Variations in quality or dimension in any delivery shall not be grounds for cancellation of the remainder of the contract by the Purchaser.
- The Warranty provided by the Company shall be deemed to be void in the event that the Purchaser fails to carry out adequate maintenance and servicing of equipment according to manufacturers’ guidelines.
- Curtailments of Company Liabilities
- Under no circumstances shall the Company have any liability of any kind for:
- Any defects resulting from wear and tear, accident or improper use of the goods or use of the goods other than in accordance with the instructions or advice of the Company.
- Any goods which have been adjusted or modifies or repaired, otherwise than by the Company.
- The suitability of any goods for any particular use under specific conditions whether or not the purpose or conditions were known or communicated to the company.
- Any losses or costs, financial or otherwise, incurred as a direct or indirect result of any equipment failure or malfunction.
- Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company, contained in the Company’s catalogues, price lists or elsewhere since they are merely intended to represent a general idea of the goods and not to form part of the contract to be treated as representations
- Any variations in the quantities or dimensions of any of the goods or changes of their specifications or substitution of any materials or components, if the variation does not materially affect the characteristics of the goods and the substituted materials or components are of a quality equal to or superior to those originally specified.
- Any matter to be settled in a Court of Law in a foreign country or place where the law is different from English Law may be settled according to that Law or the Law of England, the choice being with the company.
- All disputes arising out of or in connection with the present Conditions of Sale shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
- Any and all goods returned to the Company must be in original or equivalent packaging. The Company reserves the right to charge for any damages to returned goods judged by the Company to be improperly packed.
- Force Majeure
- The Company shall not be held liable in any respect of any Breach of contract due to any cause beyond its reasonable control including Acts of God, adverse weather conditions, flood, fire, industrial action, act of government, war, riot, terrorism or actions of any party for whom the Company is not directly responsible.
As a condition of opening a trade account, we assume your full acceptance of the above terms and conditions.