TERMS AND CONDITIONS OF SALE
1. Definitions
1.1 “Company” refers to Cool Part Wholesale Ltd, registered in England under number 14461250, with the registered office at Unit F16 Hastingwood Trading Estate, 35 Harbet Road, London N18 3HU
1.2 “Buyer” refers to the individual, firm, or company that places an order with the Company or agrees to purchase Goods from the Company.
1.3 “Goods” refers to the products supplied by the Company, which are the subject of the contract between the Buyer and the Company.
1.4 “Contract” means the agreement between the Company and the Buyer for the sale and purchase of the Goods, subject to these Terms and Conditions.
1.5 “Unit” refers to the assembled chassis and parts of the Goods.
1.6 “Manufacturer” refers to the original supplier of the Goods to the Company.
1.7 “Special Goods” refers to products supplied at the Buyer’s request that are not part of the Company’s standard stock.
1.8 “Authorized Representative” means a director of the Company.
2. Acceptance of Orders
2.1 Orders are binding once confirmed by the Company in writing, and any modifications require mutual agreement.
2.2 The Company’s acceptance of any order is subject to the Buyer’s written confirmation.
2.3 Once accepted, the order cannot be canceled by the Buyer, especially for Special Goods.
2.4 Goods are offered based on their availability at the time of the order.
2.5 Orders should be placed with clear instructions to prevent delays.
3. Delivery
3.1 The Company will deliver the Goods to the Buyer’s specified location.
3.2 Any damages or losses during transit must be reported to both the Company and the carrier within 3 days, with a claim submitted within 7 days.
3.3 If delivery is delayed or Goods are lost, the Buyer must notify the Company within 7 days of the invoice date and submit a claim within 14 days.
3.4 Delivery dates provided by the Company are estimates unless agreed otherwise in writing.
3.5 Carriage fees may apply unless otherwise agreed.
3.6 The Company reserves the right to make partial deliveries, with each part invoiced separately.
3.7 If the Buyer cannot accept delivery, the Goods may be stored at the Buyer’s risk and expense.
4. Payment Terms
4.1 Payment is due 30 days from the invoice date unless otherwise agreed in writing.
4.2 Interest will be charged on overdue payments at a rate of 4% above the Natwest Bank base rate.
4.3 In case of non-payment, the Company may suspend deliveries or require payment upfront for new orders.
4.4 The Company retains the right to claim a lien on any Goods not fully paid for.
4.5 A charge of £50 applies for returned cheques.
5. Warranty Conditions
5.1 The Goods are warranted against defects, subject to proper installation and maintenance.
5.2 Replacement parts supplied under the warranty are only covered for the remainder of the original warranty period.
6. Risk and Responsibility
6.1 Risk passes to the Buyer once the Goods leave the Company’s premises if the Buyer arranges collection.
6.2 For deliveries made by the Company’s own transport, risk passes on delivery to the Buyer’s location.
6.3 For Special Goods, risk passes when the Company notifies the Buyer that the Goods are ready for delivery.
7. Retention of Title
7.1 Ownership of the Goods remains with the Company until full payment has been received.
7.2 The Buyer must store the Goods separately and clearly identify them as the Company’s property until full payment is made.
7.3 The Buyer has the right to resell the Goods in the normal course of business but must account for the proceeds to the Company until full payment is received.
7.4 If the Buyer defaults, the Company may reclaim the Goods.
8. Pricing
8.1 Prices are exclusive of VAT and subject to change without prior notice to reflect variations in costs.
8.2 Any additional costs incurred due to the Buyer’s delay will be charged to the Buyer.
8.3 A minimum order charge may be applied at the Company’s discretion.
8.4 Prices may be adjusted if the Buyer has an account and the Company changes its credit terms.
9. Suitability for Purpose
9.1 The Buyer is responsible for ensuring the Goods are suitable for their intended use.
9.2 The Company is not liable for any advice given unless stated in writing.
10. Returns
10.1 Goods can only be returned if agreed with the Company beforehand.
10.2 A 20% restocking fee will apply for returned Goods.
11. Force Majeure
11.1 The Company will not be liable for any failure to deliver due to circumstances beyond its control, including strikes, natural disasters, or other unforeseen events.
12. Warranty Procedures
12.1 In the event of a defect within the warranty period, the Buyer must order a replacement and indicate it is a Warranty Replacement.
12.2 The Company will issue an invoice for the replacement, along with a claim form.
12.3 The defective part and claim form must be returned within 30 days.
12.4 The replacement will be invoiced in accordance with the Company’s standard terms. Once the claim is accepted, a credit note will be issued.
13. Patents and Intellectual Property
13.1 The Company does not indemnify the Buyer against claims related to patent, trademark, or other intellectual property infringements.
14. Specifications
14.1 Goods will be supplied according to the specifications provided by the Buyer, subject to additional charges for any changes requested by the Buyer.
14.2 Specifications in the Company’s catalogs or promotional materials do not form part of the contract unless explicitly stated.
14.3 Any amendments to the design or construction of Goods, unless specified otherwise, are subject to acceptance by the Buyer.
14.4 The Buyer is responsible for ensuring the accuracy of specifications provided.
14.5 The Company reserves the right to supply Goods that meet the most recent specifications.
15. Limitation of Liability
15.1 The Company’s liability for any damages related to the Goods is limited to the value of the Goods sold, except in cases of negligence or breach of statutory duty.
16. Indemnity
16.1 The Buyer shall indemnify the Company against any losses arising from the Buyer’s breach of the contract.
16.2 The Buyer also agrees to indemnify the Company for any claims made by third parties, including claims for intellectual property infringement where the Goods are made to the Buyer’s specification.
17. Buyer Insolvency
17.1 If the Buyer becomes insolvent, the Company reserves the right to request full payment before continuing with deliveries.
18. Frustration of Contract
18.1 If circumstances beyond the Company’s control prevent the fulfillment of the contract, the Company may terminate the contract by written notice.
19. Governing Law
19.1 The contract is governed by the laws of England, and any disputes will be subject to the exclusive jurisdiction of the English courts.
20. Authorized Representative
20.1 Any agreements or modifications to these terms must be made by an Authorized Representative of the Company.
21. Partial Deliveries
21.1 The Company reserves the right to make partial deliveries, and each part will be invoiced separately.
22. Storage
22.1 If the Buyer cannot accept delivery, the Goods may be stored at the Buyer’s risk and expense.
23. Severability
23.1 If any clause in these terms is found to be unenforceable, the rest of the terms will remain valid.
24. Waiver
24.1 Failure to enforce any right does not constitute a waiver of that right.