CONDITIONS OF SALE
1.1) "Customer" The person/organisation who buys or agrees to buy the Goods from Sub Zero
1.2) "Conditions" The conditions of sale set out in this document and any special conditions agreed in writing by Sub Zero
1.3) "Delivery Date" The date specified by Sub Zero for delivery of the Goods to the Customer
1.4) "Goods" The articles which the Customer agrees to buy from Sub Zero
1.5) "Price" The price for the Goods excluding VAT
1.6) "Sub Zero" Sub Zero Technology Limited of 35 Churchill Way Fleckney Leicestershire LE8 8UD
2 Conditions Applicable
2.1) These conditions shall apply to all contracts for the sale of Goods by Sub Zero to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any purchase order, confirmation of order or any similar document.
2.2) Any order for Goods shall be deemed to be an offer by the Customer to purchase Goods pursuant to these Conditions.
2.3) Without prejudice to clause 2.1 acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Customers acceptance of these Conditions.
2.4) Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall apply only if agreed by Sub Zero in writing.
3 The Price and payment
3.1) The Price shall be Sub Zero's standard list price. VAT shall be due at the rate ruling on the date of Sub Zero's invoice.
3.2) On individual orders on which the total Price of the Goods is less than £500 (ex-VAT) the Customer shall pay the carriage, also.
3.3) Payment of the Price, carriage (where applicable) and VAT shall be due within 28 days of the date of the invoice.
3.4) Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until payment at a rate of 8% per annum above the [ 0.5% ] Bank's base rate from time to time in force and shall accrue at such rate after as well as before any judgement.
4 The Goods
4.1) The quantity and description of the Goods shall be as set out in Sub Zero's written order acknowledgement.
5 Acceptance of the Goods
5.1) The Customer shall be deemed to have accepted the Goods 3 days after delivery to the Customer.
5.2) After acceptance the Customer shall not be entitled to reject Goods which are not in accordance with the contract.
6 Title and risk
6.1) The Goods shall be at the Customer's risk as from their delivery to the Customer.
6.2) Property in the Goods shall not pass from Sub Zero until the Customer has paid for them and until no other sums whatsoever shall be due from the Customer to Sub Zero.
6.3) Until property passes to the Customer in accordance with clause 6.2 the Customer shall hold the Goods as bailee for Sub Zero.
6.4) The Customer shall store the Goods (at no cost to Sub Zero) separately from all other goods in its possession and shall mark them in such a way that they are clearly identified as Sub Zero's property.
6.5) Notwithstanding that the Goods remain Sub Zero's property the Customer may sell the Goods in the ordinary course of the Customer's business at full market value for the account of Sub Zero. Any such sale shall be sale of Sub Zero's property by the Customer on the Customer's own behalf and the Customer shall deal as principal on such sale. Until property in the Goods passes to the Customer the Customer shall hold the entire proceeds of sale in trust for Sub Zero and they shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Sub Zero's money in a separate account for that purpose.
6.6) Sub Zero shall be entitled to recover the Price plus VAT notwithstanding that the property in any of the Goods has not passed from Sub Zero.
6.7) Until such time as property in the Goods passes from Sub Zero to the Customer the Customer shall upon request deliver to Sub Zero such of the Goods that have not already been resold. If the Customer fails to do so Sub Zero may enter upon any premises owned occupied or controlled by the Customer and repossess the Goods. On the making of such request the rights of the Customer under clause 6.4 shall cease.
7 Intellectual property
7.1) The specification and design of the Goods (including the copyright, design rights and all other intellectual property rights) are and shall be the property of Sub Zero. The Customer acknowledges that “Sub Zero” is a validly registered trademark and in no case may any trade mark other than those applied by Sub Zero be applied in relation to the Goods.
8 Warranties and liabilities
8.1) Sub Zero warrants that at the time of delivery of the Goods they will correspond to the descriptions of them given by Sub Zero.
8.2) All other warranties, conditions or terms relating to fitness for purpose quality or condition of the Goods and whether implied by statute or common law or otherwise are excluded.
8.3) In the event of any breach of this contract by Sub Zero the Customer's remedy shall be damages. Under no circumstances shall Sub Zero's total liability exceed the Price.
8.4) When the Customer accepts Goods or is deemed to have accepted them then Sub Zero shall have no liability whatever to the Customer in respect of those Goods.
8.5) Sub Zero shall not be liable for any loss or damage whatever due to failure by Sub Zero to deliver the Goods (or any of them) promptly or at all.
8.6) Notwithstanding that Sub Zero might have delayed or failed to deliver the Goods (or any of them) the Customer shall accept delivery and shall pay for the Goods in full providing that delivery shall be made at any time within one month of the Delivery Date.
9 Default by the Customer
9.1) If the Customer fails to make payment for the Goods in accordance with this contract or commits any other breach of this contract or commits an act of bankruptcy goes into liquidation has an administration order made in respect of it suffers distress or execution to be levied or enforced on its property has a receiver appointed over all or any part of its undertaking makes an assignment for the benefit of or enters into any composition with its creditors or admits in writing its inability to pay its debts when they fall due or in the reasonable opinion of Sub Zero the Customer threatens to do any of these things all sums outstanding in respect of the Goods shall become payable immediately. Sub Zero may in its absolute discretion and without prejudice to any other rights it may have; Suspend all future deliveries of Goods to the Customer and/or terminate the contract without liability on its part; and/or exercise any of its rights under clause 6.
10.1) This contract shall be subject to the laws of England and any dispute arising out of this contract shall be subject to the non-exclusive jurisdiction of the English Courts