SECTION 1 - SCOPE
1.1 These terms and conditions are applicable to each sale of goods (hereinafter referred to as “Products”) by JetChill Ltd, Hadrian House, Beaminster Way East, Unit 9, Kingston Park, Newcastle Upon Tyne, NE3, registered at the Registrar of Companies under number 6905733 (hereinafter referred to as "JetChill").
1.2 Any other terms and conditions and in particular the terms and conditions of the buyer do not apply to the sale of goods by JetChill, except when these are explicitly accepted in writing by JetChill. Changes, adaptations or waivers of any or several of these conditions are not valid, except when explicitly accepted in writing by JetChill.
1.3 In the event of any conflict between the offer made by JetChill, the order of the purchaser and these general terms and conditions, the following order of priority will apply (the former will have priority over the latter): (i) JetChill’s offer, (ii) these general terms and conditions and (iii) the order of the buyer.
SECTION 2 - OFFERS
2.1 An offer made by JetChill will be valid for 30 calendar days from the date of the offer, unless explicitly provided otherwise in the offer.
2.2 All prices are exclusive of VAT or other applicable taxes unless explicitly provided otherwise.
SECTION 3 - PAYMENT CONDITIONS
3.1 Except as described in the following paragraph, all invoices are due in full within 30 calendar days after date of invoice. JetChill has the right to request an advance on the purchase price before delivery. Such advance invoices are due in full within 10 calendar days from the date of the invoice.
3.2 In case of (partial) non-payment or late payment of an advance or regular invoice, JetChill has the right to refuse delivery of any Products, irrespective of whether the invoice relates to that Product or order or any other Product or order. JetChill is not liable for delays in delivery caused by such late or non-payment.
3.3 In case of (partial) non-payment or late payment of an advance or regular invoice, JetChill will have the right to charge without notice of default an interest rate of 8 % per year on the amounts due from the date these amounts are due until the date of full payment.
3.4 Moreover, in case of (partial) non-payment or late payment of an advance or regular invoice, a lump sum of 10 % of the amount of the main sum due with a minimum of 1,000 Sterling and a maximum of 10,000 Sterling (or equivalent current denomination), shall become due without prior notice of default on top of the amounts due at that moment and the continuing interest.
SECTION 4 - DELIVERY
4.1 The delivery terms set by JetChill are approximate and not binding. The costs of delivery will be
charged to the buyer.
4.2 JetChill has the right to make delivery of an order in one time or, at its discretion, on several occasions.
4.3 The buyer has the obligation to inspect the goods for (i) conform delivery and (ii) any visible defects within 3 working days after delivery. The delivery, except with regard to hidden defects, shall be deemed to be accepted, unless an inconformity or defects are notified in writing by registered mail within 3 working days of the delivery to JetChill. If Products are delivered at different points in time, this rule shall apply to each delivery separately.
4.4 If the buyer refuses acceptance or falls short to act in a way which is necessary for the delivery of the Products, JetChill will have the right to terminate the agreement with immediate effect and without prior judicial proceedings, dispose of the Products at JetChill’s own discretion and recover any loss and/or costs incurred as a consequence of such refusal or failure (including, but not limited to, costs of storage from the planned date of delivery) from the buyer.
4.5 In case the buyer returns the Products to JetChill in case of non-conform delivery, defects or in other circumstances with the explicit prior consent of JetChill, the Products must be returned unused and in their original state (except in case of hidden defects) and in the original packaging.
SECTION 5 - RISKS
5.1 Unless otherwise explicitly agreed with JetChill, all risks, of any nature whatsoever, to which the Products sold by JetChill are exposed as from the moment they leave the JetChill facility or authorised JetChill distributor (such as, but not limited to risks of transportation), shall be borne by the buyer.
5.2 If the Products cannot leave the factory due to any cause which cannot be imputed to JetChill, risk will transfer to the buyer on the planned date of departure from the factory.
5.3 In case of refusal of the delivery by the buyer, the risk remains with the buyer.
SECTION 6 - PROPERTY
The delivered Products remain the property of JetChill until full payment thereof. The buyer agrees not to build in or sell any Products until full payment of all invoices relating to the Product.
SECTION 7 - WARRANTY
7.1 JetChill warrants new replacement parts, equipment, and hermetically sealed refrigeration systems (HSRS) to be free from defects in material and workmanship under normal use and service. JetChill cannot accept liability for seals, O-ring and product tubing. The duration of the warranty for these different items is set out in article 7.2 below. JetChill‘s obligation, hereunder, shall be limited to repairing or replacing any part, or part of said equipment or system which JetChill examination discloses to be defective and which has not been subjected to any accident, negligence, alteration, abuse or misuse, and additionally in the case of refrigeration and/or electrical systems, not subjected to high, low or fluctuating electrical voltage.
7.2 JetChill’s obligation does not provide for service calls from factory representatives or from any other agency and shall not include reimbursement for labour charges relating to removal of any parts or the reinstallation of the same. JetChill will accept parts, equipment, and refrigeration systems freight prepaid by sender. JetChill will assume freight charges within the United Kingdom, or to a port of export within the continental Europe for international shipments. JetChill will not be responsible for international freight, customs fees or duties at country of destination. In the event JetChill establishes sales and service organizations outside the continental limits of Europe, the point of shipment of repaired or replaced parts or equipment may, at JetChill’s option, be made from that location, with freight charges assumed to the point of export from the country in which a sales and service organization is established.
7.3 Warranty periods.
Parts: one (1) year from date of original shipment from a JetChill facility or from an authorized JetChill distributor.
Equipment: one (1) year from date of original shipment from a JetChill facility or from an authorized JetChill distributor.
Hermetically Sealed Refrigeration System: For the following components of the HSRS, i.e., the compressor, condenser, evaporator, cold pack, capillary tubes, and drier, five (5) years from date of original shipment from a JetChill facility or from an authorized JetChill Distributor.
All other parts of the HSRS: one (1) year from date of original shipment from a JetChill facility or from an authorized JetChill distributor.
Except as specifically set forth herein, JetChill makes no express warranties as to any matter whatsoever and hereby disclaims, to the extent allowed by the applicable law, all implied warranties including, without limitation, the implied warranties of merchantability and fitness for any particular purpose.
SECTION 8 - LIABILITY
8.1 In no event shall JetChill be liable or obligated to the buyer or to any third party for indirect damages arising out of, or in any manner related to JetChill parts, equipment, or HSRS, or any delay with respect to its delivery.
8.2 In any case, and in so far as permitted by the applicable law, the total liability of JetChill to the buyer shall be limited to the price of the Products which lead to the damage, as invoiced to the buyer.
8.3 The limitation of liability set out in this Article 8 applies irrespective of the applicable liability regime, including, but not limited to, contractual liability, tort liability, product liability, liability for hidden defects and even gross fault.
SECTION 9 - PACKAGING
9.1 The costs incurred for any special packaging requested by the buyer or any packaging necessitated by the delivery in a different way than the normal delivery by JetChill will be charged to the buyer. The buyer shall, unless expressly agreed otherwise, be liable for the removal of all packaging in accordance with the legislation concerning the protection of the environment and any other possible applicable legislation.
SECTION 10 - FORCE MAJEURE
10.1 JetChill will not be liable with regard to the buyer for any loss or damage incurred by the buyer and which is directly or indirectly the consequence of the fact that the execution of this agreement by JetChill is hindered, hampered, delayed, cancelled or made economically unprofitable by circumstances or events over which JetChill does not have any control, such as, but not limited to strike, lock-out, labour disputes, breakdown of installations or machines, flood, storm, trouble with its suppliers, trouble or raised cost to obtain workers, materials or transport or other circumstances which affect the supply of Products or materials by JetChill’s normal supply channels or JetChill’s production of the Products or the delivery of Products by JetChill.
10.2 If, as a consequence of circumstances as described in article 10.1, JetChill has insufficient stock to comply with all its obligations, JetChill has the right to divide the available stock between its buyers, at its own discretion.
SECTION 11 - INTELLECTUAL PROPERTY
11.1 For the avoidance of doubt, JetChill retains all rights and ownership in its Intellectual Property, whether developed and/or created before or in accordance with this agreement, and no transfer in any of those rights and/or ownership arises by way of this agreement. The sale of any products hereunder does not convey any license by implication, estoppel or otherwise covering combinations of any products with other equipment, data or programs. JetChill retains copyright in all documents, catalogues and plans supplied to Buyer pursuant to or ancillary to the contract unless otherwise agreed in writing, Buyer shall obtain no interest in any mask or other tooling used in the production of any product produced by JetChill.
SECTION 12 - MISCELLANEOUS
12.1 Failure by any of the parties to enforce or comply with any provision or condition of this agreement, shall not be deemed a waiver of such provision or condition.
12.2 This agreement is governed by and interpreted in accordance with UK law. The application of the Vienna Convention on the sale of goods is explicitly excluded. Except in case of late or non- payment of invoices by the buyer, only the courts of the district of the registered office of JetChill in the United Kingdom are competent to hear any dispute in relation to this agreement. In case of late or non-payment of invoices by the buyer, both the court of the district of the registered office of JetChill and the court of the district of the registered office of the buyer are competent.
12.3 In the event that any provision of this agreement is held to be invalid or unenforceable, the remaining provisions of these conditions will remain in full force and effect. Both parties will in such case replace the provision(s) which is (are) declared void by (a) new provision(s) which will be as similar as possible to the original meaning of the parties and of the agreement.
SECTION 13 - WAIVER
13.1 Failure by JetChill to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.