- In these conditions, ‘the Company’ means CoolKit Limited (whose Company Registration Number is 04211722) and ‘the Buyer’ means a company, firm or person who places an order with the Company for the supply of goods or services.
- These conditions shall govern and form part of every contract for the sale of goods or services entered into by the Company to the exclusion of all other terms and conditions, whether express or implicit. No variation of an addition to these terms and conditions shall be binding upon the Company unless expressly accepted by the Company in writing under the hand of an authorised official of the Company.
- Unless previously withdrawn, quotations and tenders are open for acceptance for the period stated therein or if no period is stated, within 30 days from the date thereof and cannot necessarily be maintained if acceptance is made outside the specified period.
- The Company reserves the right to stipulate that all orders and associated specifications must be in writing from an authorised representative of the Buyer and shall not be binding upon the Company unless accepted by the Company in writing and made subject to these terms and conditions. It is the responsibility of the Buyer to ensure that only their authorised representatives are empowered to act as their agents in placing orders with the Company.
- The Company reserves the right to terminate this agreement in respect of any order which has been accepted by the Company up until the date of delivery of the goods for any reason connected with the Buyers creditworthiness, any such termination being without prejudice to any rights or obligations which have accrued prior to the termination. In the case of such termination the Company shall have no further obligations to the Buyer under these terms and conditions.
- No cancellation or waiver of an order by the Buyer shall be effective unless made in writing and until accepted in writing by the Company. The Company reserves the right to levy cancellation charges, which shall take into account all expenses incurred and commitments made by the Company and all other losses due to such cancellation.
- (a) Claims for the inferior quality or other defects in the goods supplied by the Company must be notified to the Company in writing not later than 3 days following the date of delivery. The Company’s liability in respect of goods that are defective as a result of the Company’s default shall be limited to repair or replacement (at the Company’s option) of the goods and the Company shall not be liable for any consequential injury, loss or damage sustained by the Buyer or by any third party, nor shall any claim be greater in amount than the purchase price of the goods in respect of which such claim is made.
(b) Any claims by the Buyer relating to the transport of the goods must be lodged in writing to the Company within such period as will enable the Company to comply with any time limit and procedure relating to the acceptance of complaints or claims adopted by the transporters by whom the goods were transported. If the Buyer fails to comply with this clause, the goods shall be deemed to be in all respects in accordance with the Contract and the Buyer shall be bound to accept and pay for the same at the time or times specified hereunder.
(c) The risk in the goods passes to the Buyer on delivery.
(d) Save as aforesaid and subject to Section 6 of the Unfair Contract Terms Act 1977 and with exception of those implied by Section 12 of the Sales of Goods Act 1979 all conditions and warranties whether expressed or implied by statute of common law whether oral or written are (unless specifically confirmed by the Company in writing) excluded and negated.
- (a) All prices include only such goods, accessories and work as are specified in the quotation. Any variation in quality may entail the Company varying the unit price of the goods.
(b) Prices for the products do not include, except where stated: –
i. sales taxes
iii. the cost of effective delivery; and
iv. any special packing or alteration to the order required by the Buyer.
(c) Not withstanding any price specified in the order acceptance of the price of the goods shall be that applicable on the date of quotation or order whichever is the earlier.
(d) The Company shall have the right at any time to revise prices to take account of: –
i. increases in cost including (without limitation) costs of labour, materials, carriage or overheads;
ii. where goods are imported, variation of the official currency exchange rates;
iii. where instructions received by the Company from the Buyer prove to be inaccurate or insufficient.
- (a) Payment shall be made no later than the despatch of any goods, or in accordance with the terms notified to the Buyer by the Company. The Company at its discretion (without prejudice to the Company’s right to treat the Contract as repudiated and claim damages) will be entitled to withhold despatch of goods until all monies owing to it by the Buyer are paid in full.
(b) In addition to the Company’s rights under sub-clause (a) the Company shall be entitled to charge interest on any amounts outstanding (both before and after judgement) at the rate of 4% above the Base Rate for the time being in force of NatWest Bank plc.
- (a) Notwithstanding delivery to the Buyer legal and beneficial ownership in the goods shall remain with the Company until all the amounts or instalments due to the Company on any account have been paid by the Buyer (whether or not due, invoiced or ascertained at the date of the delivery) and any ancillary and/or local or governmental impositions payable in respect of the goods (“the value”) and until such payment in full of the value the Buyer shall hold the goods as fiduciary bailee is created as between the Company and the Buyer.
(b) In the case of default in payment by the Buyer, the Company shall have the right to retake possession of and permanently retain any goods in the possession of the Buyer and to enter any premises for the purpose of doing so and to resell the same.
(c) Upon the happening of any of the following events: –
i. The appointment or likely appointment of an Administrator to the Buyer or the presentation of a petition for such an appointment;
ii. The appointment or likely appointment of an Administrative Receiver or Receiver and Manager or Receiver of the Buyer or on the taking possession of the whole or any part of the assets of the Buyer by an encumbrancer;
iii. The presentation or likely presentation of a petition to wind-up the Buyer or the proposal or passing of a resolution to wind-up the Buyer (save for the purpose of a solvent reconstruction or amalgamation);
iv. The Buyer intending to or proposing to make an arrangement or having any dealings with any of its creditors with a view to avoiding insolvency or becomes insolvent or threatens to stop payment to its creditors;
v. The occurrence of any grounds for the presentation of a petition for a bankruptcy order made under Part IX Chapter 1 Insolvency Act 1986 or any statutory re-enactment or modification thereto or the presentation of any such petition;
The Buyer’s licence to resell the goods to third parties shall be automatically revoked and any and all liabilities of the Company to the Buyer under this agreement shall be automatically revoked.
- Definition of force majeure: –
“An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent provided that event or circumstance is limited to the following:
(a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority;
(b) ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radio active toxic explosive or other hazardous properties of any explosive assembly or nuclear component;
(c) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds;
(d) earthquakes, flood, fire or other physical natural disaster, but excluding weather conditions regardless of severity; and
(e) strikes at national level or industrial disputes at a national level, or strike or industrial disputes by labour not employed by the affected party, its subcontractors or its suppliers and which affect an essential portion of the works but excluding any industrial dispute which is specific to the performance of the works or this contract.
(f) Amendments to or introduction of legislation or regulations which have the capacity to impact upon the Company’s capacity to supply the goods ordered whether at the price ordered or otherwise.
- Force majeure: – The Company will not be held responsible for any failure to perform its obligations under this contract, if it is prevented or delayed in performing those obligations by an event of force majeure.
(a) Where there is an event of force majeure, the party prevented from or delayed in performing its obligations under this contract must immediately notify the other party giving full particulars of the event of force majeure and the reasons for the event of force majeure preventing that party from, or delaying that party in performing its obligations under this contract and that party must use its reasonable efforts to mitigate the effect of the event of force majeure upon its or their performance of the contract and to fulfil its or their obligations under the contract.
(b) Upon completion of the event of force majeure the party affected must as soon as reasonably practicable recommence the performance of its obligations under this contract. Where the party affected is the Company, the Company will provide a revised programme rescheduling the works to minimise the effects of the prevention or delay caused by the event of force majeure.
(c) An event of force majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event.
(d) The Buyer has no entitlement and the Company has no liability for:
i. any costs, losses, expenses, damages or the payment of any part of the contract price during an event of force majeure; and
ii. any delay costs in any way incurred by the contractor due to an event of force majeure.”
- Quotations are only valid at the Quotation Date and under these General Terms and Conditions of Sale of the Company, which the Buyer accepts in placing this Order.
- Orders are accepted only on the understanding that the Operator of the vehicle complies with good practice guidelines with regard to the transportation of temperature-controlled goods, with particular reference being drawn to loading of product at the correct temperature.
- Production dates provided by the Company are for guidance only and shall not be binding. The Company cannot and will not be held responsible for any delays in the delivery of third-party equipment (for example refrigeration units, tail-lifts, data printers etc.).
- The Company reserves the right to charge for any additional work required further to Orders being placed.
- All weights and measurements quoted are approximate and may vary within manufacturing tolerances.
- Any insulated bulkhead will compromise either seat travel or interior load length and clarification should be sought in this matter if in any doubt.
- Where previously situated internally by the OEM, there will be no facility provided to internally locate a spare wheel once converted unless specifically requested and itemised on the first page of the Quotation.
- The Company reserves the right to modify the specifications and designs of its products at any time and without notice.
- At all times the Company reserves all design rights applicable to its products and all rights to the registered CoolKit ® trade mark. Accordingly, the Buyer agrees not to measure, record, replicate or reproduce any of the component parts and not to facilitate such activity for any third party. Proceedings will be commenced against any parties found to be infringing these rights.
- In the case of kit form products being supplied, the Company warranty does not extend to the workmanship of the Installer or the quality of finishing, responsibility for which rests with the Installer. Under no circumstances will the Company accept claims for poor workmanship where a contract has been entered into between a customer of the Buyer and the Buyer.
- The Company reserves the right to fulfil Orders for van conversions at their premises in Lancashire or those of their associate Company, CoolKit (South) Limited (Company Registration No. 06823889) in London.
- All Quotations are provided in strict confidence and must be treated as such at all times.
- Vehicles which require removal of any components prior to conversion will incur a surcharge of £60 +VAT irrespective of whether those components are to be returned with the van or disposed of. Such components will be disposed of unless specified otherwise by the customer in writing prior to the commencement of works.
- Retention of Title – The Buyer is hereby informed that all goods remain the property of the Company until paid for in full. Please note that unless otherwise agreed in writing beforehand, The Company must be in receipt of cleared funds to the full value of the Order prior to the release of the goods.
- The Company warrants the quality of the goods manufactured by them (specifically referring to the insulated lining components comprising the vehicle interior) for a period to match the warranty applicable to the base vehicle as at the date of Registration. The warranty provided is a Back-to-Base warranty, meaning that where deemed necessary, the vehicle must be returned to a location decided by the Company, which will, at its discretion, decide on the most effective remedy and the location at which any remedial work shall be carried out, and the Buyer shall be responsible for the costs associated with driving or transporting the van to this location.
- All third-party equipment (including as examples but not limited to refrigeration units, tail-lifts, data printers) is covered under that equipment manufacturers’ own warranty only and clarification should be sought in this matter if in any doubt. The Buyer is responsible for being aware of all and any servicing requirements which those manufacturers may stipulate in order that their warranties are properly upheld.