Terms and Conditions

TERMS AND CONDITIONS

1 Definitions

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 10.4.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Supplier.

Delivery Location: has the meaning given in clause 3.2.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control. Without prejudice to the generality of the foregoing shall include Act of God, War, Act of Parliament or orders, regulations or bye-laws made under any statutory authority, labour disputes including those involving the workforce of the Supplier, civil commotion, fire or flood, Pandemic, Government lockdown.

Goods: the goods or services (or any part of them) set out in the Order.

Order: the Customer's order for the Goods, as set out in the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be. The written acceptance must be by an authorised representative of the Customer, and it is the Customers responsibility to ensure that such authorised representative has the power to place such order.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and the Supplier.

Supplier: MAR Cooling Solutions Ltd (registered in England and Wales with company number 12810267.

1. Basis of contract

1.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions and the Customers accepts these Conditions when it places the Order. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

1.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.

1.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

1.5 Any samples, drawings, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures or website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

1.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of [30] Business Days from its date of issue, unless withdrawn earlier by the Supplier. The Supplier may change, by giving notice to the Customer at any time within the 30 days, the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond the Supplier's control (including without limitation foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs.

2. Goods

2.1 The Goods are described in the Supplier's catalogue as modified by any applicable Specification.

2.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 2.2 shall survive termination of the Contract.

2.3 The Supplier reserves the right to amend the Specification and designs of its products at any time and without notice and if required by any applicable statutory or regulatory requirements.

3. Delivery and Cancellation

3.1 The Supplier shall ensure that:

each delivery of the Goods is accompanied by a delivery note that shows all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and

3.2 The Customer shall collect the Goods from the Supplier's premises or such other location as may be advised by the Supplier prior to delivery (Delivery Location) within three Business Days of the Supplier notifying the Customer that the Goods are ready.

3.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for and the Customer has no entitlement for any costs, expenses, loss, including loss of business, profit or opportunities, damages for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. The Supplier is not liable to the Customer and will not be held responsible for any delays incurred by third parties and delivery of equipment required for completion of the Goods.

3.4 If the Customer fails to take or accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store (or arrange for a third party to store the Goods) the Goods until delivery takes place, although it will not accept any risk for theft or damage that may occur whilst stored and shall charge the Customer for all related costs and expenses,(including and storage).

(c) The Goods will be left at the Customers risk, so the Customer should ensure that the goods are covered by a suitable insurance policy whilst in the possession of the Supplier.

3.5 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready the Customer has not taken or accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods without notice to the Customer and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. The Customer will without prejudice to any other rights of the Supplier to claim damages under these Conditions indemnify the Supplieragainst any resulting loss, damage or expenses incurred by the Supplier in connection with the supply or non-supply of the Goods including the cost of any materials, equipment used and the cost of labour and other overheads applicable.

3.6 No cancellation or waiver of an order by the Customer shall be effective unless made in writing and until accepted in writing by the Company. The Company reserves the right to levy cancellation charges, cost of equipment and wasted labour charges which shall take into account all expenses incurred and commitments made by the Company and all other losses due to such cancellation.

4. Quality

4.1 Following delivery, any claims for inferior quality or other defects in the Goods supplied by the Supplier must be notified to the Supplier in writing not later than 3 days following the date of delivery.

4.2 The Supplier warrants that on delivery, and for a period of [12] months from the date of delivery (warranty period),] the Goods shall:

(a) conform in all material respects with their description and any applicable Specification; and

(b) be fit for any purpose held out by the Supplier.

4.3 Subject to clause 4.14, if:

(a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.2;

(b) the Supplier is given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost,

(d) the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. The Supplier shall not be liable to the Customer or any third party for any for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss nor shall any claim be greater in amount then the purchase price of the Goods in respect of which such claim is made.

4.4 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 4.2 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 4.1 and 4.2;

(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of the Supplier;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, misuse by Customer or any third party or abnormal storage or working conditions; or

(f) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

4.5 Except as provided in this clause 4, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 4.2.

4.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

4.7 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

4.8 All third party equipment including but not limited to refrigeration units, tail-lifts, data printers is covered under that equipment manufacturers’ own warranty only and clarification should be sought in this matter if in any doubt. The Customer is responsible for being aware of all and any servicing requirements which those manufacturers may stipulate in order that their warranties are properly upheld. Any manufacturer’s warranty supplied with the Goods is subject to the manufacturer’s terms & conditions and the Customer must conform to the recommended service intervals detailed in the service information otherwise this may invalidate any warranty.

5. Title and risk

5.1 The risk in the Goods shall pass to the Customer on completion of the Order.

5.2 Title to the Goods shall not pass to the Customer until

(a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

5.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1(b) to clause 8.1(d); and

(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

5.4 Pursuant to Clause 5, the legal and beneficial ownership in the Goods shall remain with the Supplier, (notwithstanding delivery to the Customer) until all the amounts or instalments due to the Supplier been paid by the Customer (whether or not due, invoiced or ascertained at the date of the delivery) until such payment in full the Customer shall hold the Goods as fiduciary bailee. In the case of default in payment by the Customer, the Supplier shall have the right to retake possession of and permanently retain any Goods in the possession of the Customer and any third party and to enter any premises for the purpose of doing so and to remove resell the Goods. The Customer grants the Supplier an express lien over the Goods and the vehicle within which the Goods are incorporated until such time all payments outstanding have been received by the Supplier from the Customer

5.5 The Suppliers right herein contained shall continue beyond the discharge of the parties’ primary obligations under this contract consequent upon the termination of this contract for breach by either the Supplier or the Customer and the Supplier’s rights herein contained shall be in addition to the Suppliers’ right to maintain an action against the Customer for the price of the Goods and any other right available to the Supplier by law or in equity.

6. Price and payment

6.1 The price of the Goods shall be the price set out in the Order.

6.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the Supplier's control (including without limitation foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification and additional orders; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

6.3 The price of the Goods:

(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and

(b) excludes the costs and charges of packaging, insurance and transport of the Goods, the cost of effective delivery, which shall be invoiced to the Customer.

6.4 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

6.5 The Customer shall pay each invoice submitted by the Supplier:

(a) within [30] days of the date of the invoice or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and time for payment shall be of the essence of the Contract.

6.6 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier's remedies under clause 8 (Termination), the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 6.6 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

6.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

7. Limitation of liability

7.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987.

7.2 Subject to clause 7.1 the Supplier's total liability to the Customer shall not exceed the purchase price of the Goods.

7.3 Subject to clause 7.1 and 7.2, the following types of loss are wholly excluded by the Supplier:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

7.4 This clause 7 shall survive termination of the Contract.

8. Termination

8.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

8.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

8.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.

8.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.

8.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

9. Force majeure

The Supplier shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed titled to a reasonable extension of the time for performing such obligations.

10. General

10.1 Assignment and other dealings.

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

(d) Any insulated bulkhead may compromise seat travel or interior load length and clarification should be sought by the Customer if it is in any doubt.

(e) There may be no facility provided to internally house a spare wheel once the vehicle is converted unless specifically requested and itemised on the on the quotation and Order placed. Clarification should be sought by the Customer if it is in any doubt.

(f) Where the Supplier has to remove any components prior to conversion, the Supplier will charge the Customer a surcharge of £60 +VAT together with the normal hourly labour rate for the time elapsed irrespective of whether those components are to be returned with the vehicle or disposed of. Such components will be disposed of unless specified otherwise by the Customer in writing prior to the commencement of works

10.2 Confidentiality.

(a) Each party undertakes that it shall not at any time or at any time during the Contract and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 10.2 (b).

(b) Each party may disclose the other party's confidential information:

(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 10.2; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

10.3 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

10.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the Supplier (or their authorised representatives).

10.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 10.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

10.7 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);

(ii) or sent by email to the address specified in the Order.

(b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause10.7 (b) (iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

10.8 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

10.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

10.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

Terms and Conditions

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