Terms and Conditions of Sale and Supply

1. Interpretation

In these Terms:

  • “Company” means Chillforce Limited.
  • “Purchaser” means the person, firm or company purchasing Goods and/or Services from the Company.
  • “Goods” means equipment, plant, materials or components supplied by the Company.
  • “Services” means installation, commissioning, maintenance or other works provided by the Company.
  • “Contract” means the agreement formed in accordance with Clause 2.

2. Basis of Contract

2.1 Any quotation issued by the Company constitutes an offer (or, if issued in response to a purchase order, a counter-offer) subject exclusively to these Terms.

2.2 Acceptance of the Company’s quotation, whether by written confirmation, purchase order, instruction to proceed or acceptance of delivery, constitutes acceptance of these Terms to the exclusion of all other terms, including any terms proposed by the Purchaser.

2.3 No variation to these Terms shall be binding unless agreed in writing and signed by a Director of the Company.

2.4 Quotations remain open for acceptance for 30 days from the date of issue unless withdrawn earlier in writing.

2.5 Illustrations, drawings, designs and specifications are not incorporated into the Contract unless expressly stated in writing.

3. Price

3.1 Prices are based on costs ruling at the date of quotation.

3.2 The Company reserves the right to adjust prices to reflect any increase in material, labour, transport, energy, regulatory or other costs occurring prior to delivery or completion.

3.3 Unless expressly stated in writing, prices exclude:

  • Builders’ work, structural alterations or foundations;
  • Plumbing and electrical works not specifically detailed;
  • Lifting equipment, scaffolding or access equipment;
  • Site power, lighting, heat or water;
  • Insurance;
  • VAT, which shall be charged at the prevailing rate.

3.4 Prices are based on normal working hours (Monday–Friday, excluding public holidays). Work outside these hours at the Purchaser’s request will be charged at applicable overtime rates.

4. Site Conditions and Access

4.1 The Purchaser shall ensure the site is cleared, safe, accessible and ready for installation on the agreed date.

4.2 If the site is not suitable or accessible for normal transport or installation, the Company may:

  • Charge additional reasonable costs; or
  • Suspend or cancel the Contract (see Clause 11).

4.3 The Company shall not be liable for delays caused by other trades, contractors or the Purchaser.

4.4 Any additional costs incurred due to delay, obstruction or failure by others shall be payable by the Purchaser.

5. Variations

5.1 Variations to specification, scope or drawings must be agreed in writing.

5.2 The Company reserves the right to charge for any variation, including associated labour, materials and delay costs.

5.3 The Purchaser shall not instruct Company employees to carry out variations without written authorisation from the Company. Employees are not authorised to accept such instructions.

5.4 If specified materials become unavailable, the Company may substitute suitable alternatives and adjust the price accordingly.

6. Existing Equipment

Where the Contract involves connection to or use of the Purchaser’s existing equipment:

  • The Purchaser warrants that such equipment is in good condition and suitable for purpose.
  • Any repair or replacement required following inspection shall be charged as an additional cost.

7. Force Majeure

The Company shall not be liable for delay or failure to perform its obligations due to events beyond its reasonable control, including (without limitation):

  • Acts of God
  • Fire, flood or extreme weather
  • Supply chain disruption
  • Government action or regulatory compliance

If such circumstances continue for more than 60 days, either party may terminate the Contract. The Purchaser shall pay for Goods and Services supplied up to termination.

8. Delivery, Completion and Taking Over

8.1 Installation shall be deemed complete on the earliest of:

  • Completion of the works;
  • First operational use of the equipment;
  • 30 days after practical completion.

8.2 In any event, the plant shall be deemed taken over two calendar months after written notice of completion has been issued.

9. Payment

9.1 The Company may issue interim invoices during installation.

9.2 Full and final payment is due 30 days from the date of invoice.

9.3 The Company reserves the right to suspend works if payment is overdue.

9.4 If payment is not made on time, the Company will exercise its statutory rights under the Late Payment of Commercial Debts (Interest) Act 1998 to claim:

  • Interest at 8% above the Bank of England base rate;
  • Fixed statutory compensation;
  • Reasonable debt recovery costs.

9.5 The Purchaser shall not withhold or set off payment without the Company’s prior written consent.

10. Risk and Damage Before Completion

10.1 Risk in the Goods passes to the Purchaser upon delivery to site.

10.2 If equipment is damaged or destroyed before completion due to fire, theft, vandalism, accident, weather or other external cause, the Purchaser shall pay the cost of repair or replacement.

10.3 If reinstatement is impracticable, the Purchaser shall pay for Goods and Services supplied and the Contract shall terminate.

11. Cancellation

11.1 Cancellation by the Company

The Company may suspend or terminate the Contract immediately if:

  • The Purchaser breaches any term;
  • Payment is overdue;
  • The Purchaser becomes insolvent; or
  • The Company reasonably believes the Purchaser may fail to perform.

The Purchaser shall pay all costs incurred up to termination, including subcontractor and supplier charges.

11.2 Cancellation by the Purchaser

Cancellation is only effective if agreed in writing by the Company.

The Purchaser shall pay:

  • All costs and expenses incurred to date;
  • Any loss on disposal of materials purchased;
  • 20% of the total Contract price as a contribution to overhead and loss of profit.

If installation has commenced, the Purchaser shall also pay all removal costs.

The Purchaser may not cancel solely due to delay and shall not be entitled to damages for delay.

12. Retention of Title

12.1 Title to the Goods shall not pass until the Company has received payment in full (including any interest or costs due).

12.2 Until title passes, the Purchaser shall:

  • Store the Goods separately;
  • Keep them identifiable as Company property;
  • Not sell, pledge or dispose of them.

(Strongly recommended addition — improves recovery position.)

13. Guarantee

The Company shall repair or replace defective equipment in accordance with the original manufacturer’s warranty only.

The Company provides no additional warranty unless expressly agreed in writing.

14. Limitation of Liability

14.1 The Company shall not be liable for:

  • Loss of profit
  • Loss of business
  • Loss of revenue
  • Loss of contracts
  • Indirect or consequential loss

14.2 The Company’s total liability under the Contract shall not exceed the total Contract price.

(This liability cap is important — you did not previously have one.)

14.3 Nothing in these Terms excludes liability for:

  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Any liability which cannot lawfully be excluded

15. Dispute Resolution

Any dispute arising out of or in connection with the Contract shall be referred to a single arbitrator appointed by agreement between the parties or, failing agreement, by the President of the Law Society of Scotland.

The arbitrator’s decision shall be final and binding.

16. Governing Law

The Contract shall be governed by and construed in accordance with the laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish courts.