1. In these conditions ''Buyer'' means the person or company who accepts a quotation of the Seller for the sale of Goods or whose order for Goods is accepted by the Seller.
“Goods” means the Goods (including any instalment of the goods or any part of them) which the seller is to supply in accordance with these conditions.
''Seller'' means P T KELLY T/a Chillbuddy; KINGSTON upon HULL. HU8 0LJ. UK.
''Conditions'' means the standard terms and conditions of sale set out in this document and includes where appropriate any special terms and conditions agreed in writing between the Buyer and the Seller.
''Contract'' means the Contract for the purchase of the sale of the Goods.
''Writing'' includes telex, facsimile transmission, e mail and any other comparable means of communication.
I.2 Any reference in these Conditions to any provisions of a statute shall be construed as a reference to that provisions as amended re-enacted or extended at the relevant time.
I.3 The headings are for convenience only and shall not effect their interpretation.
2 Basis of Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer.
2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representative of the buyer and the seller.
2.3 The seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the seller in writing.
2.4 Any typographical, clerical or other error or omission in any sales literature, quotation price list, acceptance of offer, invoice or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3.I The Buyer shall be responsible for ensuring the accuracy of the terms of any order submitted by the Buyer.
3.2 The quantity, quality and description of the Goods shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller)
3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with Agreement in writing of the Seller and on the terms that the Buyer shall indemnify the Seller in full against all loss (Including loss of profit) costs and expenses as a result of cancellation.
4 Price of Goods
4. I The price of the Goods shall be the Sellers written quoted price. All prices quoted are valid for 30 days only (unless otherwise stated on official written quotation) or until earlier acceptance by the buyer, after which time the Seller may alter them without notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivering, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond its control
4.3 The price is exclusive of any applicable Value Added Tax, which the buyer shall be additionally liable to pay to the Seller.
4.4 Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller's charges for extra transport, packaging and insurance.
5 Terms of payment
5.1 Unless otherwise agreed the seller shall invoice by way of proforma invoice for up to 75% of the final amount; due when an official order is received. The remainder to be paid before delivery.
5.2 For agreed invoices: the Buyer shall pay 25% when an order is placed with a further 50% before delivery ,the remaining 25% to be paid within 14 days of the date of the Seller's final invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not take place and the property in the Goods has not passed to the Buyer.
The time of payment of the price shall be of the essence of the Contract.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
5.4.I Cancel the Contract or suspend any further deliveries to the Buyer.
5.4.2 Charge the Buyer interest (both before and after any judgement) on the amount unpaid at the rate of 3 per cent per annum above Barclays Bank Base Rate from time to time until payment is made in full.
6.1 The place (date) and method of delivery of the Goods shall be agreed in writing between the Seller and the Buyer. Where the Seller agrees to deliver the Goods otherwise than at the buyer’s premises, the seller shall be under no obligation under Section 32(2) of the Sale of Goods Act I979.
6.2 If the Buyer fails to take delivery of the Goods then, without prejudice to any other right or remedy available to the Seller, the Seller may :-
6.2.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (Including insurance) of storage or
6.2.2 sell the Goods at the best price readily obtainable (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-
7.I .1 in the case of Goods to be delivered at the buyer’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection or
7 .1.2 in the case of Goods to be delivered otherwise than at the buyer's premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the Goods when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agree to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer the Buyer shall hold the Goods as on the Seller's fiduciary agent and bailee, and shall keep the Goods protected and insured but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
8.1 Subject as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions 'Restriction on Statements') Order 1976 the statutory rights of the Buyer are not affected by these conditions.
8.3 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery, otherwise the Buyer shall not be entitled to reject the Goods and shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.4 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer for any loss or damage whatsoever which arises out of or in connection with the supply of the Goods or their use or resale by the Buyer and the entire liability of the Seller under or in connection with the Contact shall not exceed the price of the Goods.
8.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of delay in performing or failure to perform if the delay or failure was due to any cause beyond the control of the Seller.
9.1 The Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without liability to the Buyer if:-
9 .l .1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or a firm) becomes bankrupt or (being a company becomes subject to an Administration Order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
9.1 .2 an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the Buyer or
9.1.3 the Buyer ceases, or threatens to cease to carry on the business or
9.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur and notifies the Buyer accordingly, and the price shall become immediately due and payable.
I0.1 Any notice shall be in writing addressed to the other party at its registered office or principal place of business.
I0.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provisions in question shall not be affected.
10.3 The Contract shall be governed by the English law and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.
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