Zetacool Limited Conditions of Sale

1. INTERPRETATION

'Buyer' means the Company, person or firm to whom goods are to be supplied
'Seller' means Zetacool Limited.
'Goods' means the Goods, materials and/or other items to be supplied pursuant to the Contract.
'Contract' means the Contract made between the Seller and the Buyer.
'Site' means the place(s) specified in the Contract for the delivery of the goods.

2. FORMATION OF CONTRACT

(1) These Conditions of Sale shall apply to any contract entered into between the Buyer and the Seller to the exclusion of all other terms and conditions, whether referred to in previous dealings or discussions, or implied by law or otherwise.
(2) No Contract shall come into being until the Seller has acknowledged receipt of the Buyer's order for Goods.

3. VALIDITY PERIOD

Unless previously withdrawn, any quotation submitted by the Seller shall be valid for 30 days from the date thereof.

4. CONTRACT PRICE

(1) The price payable for the Goods shall be that prevailing at the date when the Goods are dispatched. Zetacool reserves the right to amend prices to account for currency fluctuations.
2) Unless otherwise agreed in writing, the Price shall allow for delivery of the Goods ex works Isleworth Middlesex. Where site delivery is required this will be charged at cost. Unloading and positioning shall be the responsibility of the Buyer.

5. TRANSFER OF TITLE AND RISK

(1) Until the Goods have been paid in full to the Seller, the Goods shall remain the property of the Seller.
(2) Notwithstanding the foregoing, the risk in the Goods and all liability to third parties in respect thereof shall pass to the Buyer on delivery.
(3) The Buyer may sell the Goods in the normal course of business but on condition that the Buyer, in a fiduciary capacity as bailee of the Goods, and for so long as he has not fully discharged his debt to the Seller, shall hold and pursue claims for the proceeds of the price of the Goods for and on behalf of the Seller. The Buyer shall fully pursue such claims and if necessary shall recover the sums due by legal process.
(4) Prior to the sale of the Goods, the Buyer shall, as far as reasonably practicable, store the Goods separately from similar Goods of the Buyer, mask the Goods as the property of the Seller and shall not remove, obliterate or in any manner alter any label, mark or other means the Seller may have of identifying the Goods.
(5) The Buyer shall bear the risk of any loss of or damage to the Goods from the date that the Seller delivers the Goods to the specified Site.

6. PACKING

Unless special requirements have been agreed in writing, the Seller shall package the Goods in any manner he reasonably considers appropriate given the nature of the Goods.

7. DELIVERY

(1) Unless delivery dates have been guaranteed in writing, the Seller shall not be responsible for any failure to attain delivery dates. Where delivery is guaranteed by the Seller and the Seller is unable to meet the delivery date and such failure is not due to any event entitling him to an extension of time, the Buyer shall be entitled to damages at the rate of 0.5% of the value of the delayed Goods for each week or part thereof that the Goods are late, provided that the liability of the Buyer shall not exceed 5% of the Contract Price. The liability of the Seller hereunder shall be in full satisfaction of the Seller's liability for said failure to deliver.
(2) The Seller shall be entitled to a reasonable extension of time for delivery where he is delayed due to any factors outside his reasonable control, the unavailability of materials or transport; actions by parties over whom the Seller has no control; variations required by the Buyer; acts or omissions of the Buyer, or his agents.
(3) Where any delay is caused by the Buyer, his servant or agents, the Seller shall be entitled to recover all additional costs incurred by him because of such delay.

8. LOSS OR DAMAGE IN TRANSIT

(1) Any damage, loss or shortages must be notified by the Buyer to the delivering carrier immediately and to the Seller within three working days of delivery, such notification to be sent to the Seller by recorded delivery. If the Buyer fails to so notify the Seller, the Goods shall be deemed to have been delivered in accordance with the contract.
(2) Where the Seller receives notification of Goods being lost or damaged in transit, and such loss or damage is agreed by the Seller to have occurred, then the Seller shall, at his option, have the lost or damaged Goods either repaired or replaced at his expense.

9. DELAYED PLANT

(1) In the event of the Seller being prevented from delivering the Goods due to events falling within clause 7(3), the Seller shall arrange for the Goods to be stored. The Seller shall be entitled to recover any Storage, insurance or handling charges incurred.
(2) Upon the Goods being placed into storage, they shall be deemed to have been delivered and the Seller shall be entitled to require payment in accordance with clause 10.

10. TERMS OF PAYMENT

(1) Provided that the Seller confirms to extend credit to the Buyer, the Buyer's order being acknowledged, the Contract Price shall be paid in full within 30 days of the invoice date.
(2) Where the Seller fails to confirm the availability of credit as aforesaid, and no other arrangements are agreed in writing between the Seller and the Buyer, 100% of the Contract Price shall be made to the Seller when he notifies the Buyer that the Goods are ready for dispatch.
(3) Where monies are not paid according to the requirements hereof, without prejudice to any other right or remedy, the Seller shall be entitled to levy interest at a rate 4.0 percentage points above the base rate levied by the Midland Bank for each month that the monies are late.

11. DRAWINGS AND SPECIFICATIONS

(1) The Seller shall, if requested by the Buyer, supply free of charge up to three copies of general arrangement drawings of the Goods.
(2) As a result of the continuing development and improvement, the drawings relating to Goods and any specification relating thereto may vary from those given in the Seller's current catalogue.

12. TAXES

Unless otherwise stated in the Seller's proposal, all prices quoted by the Seller shall be exclusive of Value Added Tax and all others taxes.

13. WARRANTY

(1) All goods supplied pursuant to this Contract shall be guaranteed against all defects of workmanship and/or materials for a period of 12 months from the date the Goods are first used or 18 months from the date of despatch, whichever date occurs first.
(2) A thirty-six month warranty is offered for all goods subject to compliance of our standard warranty conditions. The Seller's liabilities under this clause are in lieu of any warranty or condition implied by operation of law or otherwise as to quality or the fitness for any particular purpose of the Goods and, save as herein set out, the Seller shall not be liable, whether under contract, tort (defined as including but not being restricted to negligence) or otherwise howsoever.

14. LIMITATION OF SELLER'S LIABILITY

(1) The Seller shall not be liable for loss of contracts, loss of use, loss of profits or production or any economic or consequential loss.
(2) Except liability resulting from personal injury or death, the Seller's liability for loss or damage whether arising in contract, tort or otherwise shall not exceed Éz1,000,000 (One million Pounds Sterling).

15. PERFORMANCE OF GOODS

Goods supplied under this Contract will perform according to the standards specified within the catalogues, bulletins and proposals published by the Seller. The Buyer should satisfy' himself that the performance is suitable for his requirements.

16. TESTING, COMMISSIONING AND OTHER SITE SERVICES

Where the Buyer requires commissioning and/or testing of the Goods on Site, or any other site services, this shall be undertaken by the Seller at a price and such conditions to be agreed in writing prior to such services being undertaken.

17. APPLICATION LAW

This Contract shall be construed in all respects with English Law. Any dispute of difference arising under this Contract shall be subject to the exclusive jurisdiction of the English Courts.


Zetacool Limited Warranty Conditions


The Zetacool standard Warranty shall apply as follows:


1.0 The Twelve month warranty shall be twelve months from date of installation or eighteen months from the date of delivery, whichever is the shorter and is applicable to the following:

* Mix-match of systems unless agreed otherwise by Zetacool.
* Special products, including refrigerant conversions.
* Non Standard accessory items.
* Replacement parts.

Within the warranty period the products are guaranteed against manufacturing faults in material and workmanship. The faulty parts will be replaced free of charge provided the correct procedures are complied with. The twelve month warranty policy does not include for any labour allowance.


2.0 Thirty Six month warranty shall apply to the following

* Matched Split Systems
* Multi-split systems (approved combinations only)
* MDV Two Pipe Digital Scroll Systems

Within the warranty period the products are guaranteed against manufacturing faults in material and workmanship. The faulty parts will be replaced free of charge, together with a fixed labour allowance fee provided the correct procedures are complied with.


3.0 The Twelve and Thirty Six month warranty policy are subject to the following conditions.

* The Zetacool equipment is installed by a qualified and acceptable Zetacool Dealer/Installer.
* The equipment is installed in accordance with the manufacturers recommendations.
* The equipment is maintained in accordance with the manufacturer's instructions and by an
* authorised Zetacool maintenance company.
* Where failures occur these may be checked by the manufacturer. All faulty parts must be
* returned to Zetacool Ltd.


4.0 Procedures

* Faulty parts and documentation must be returned within fourteen days.
* Payment for warranty claims will issued by a credit note.