(a) Gelidus Ltd means Gelidus Limited and subsidiary companies as defined in Section 736 of the Companies Act 1984 and shall include its successors and assigns.
(b) Client means a person firm or company to whom Gelidus Ltd supplies Services and/or Products (as hereinafter defined) and shall include the Client’s legal personal representatives successors and assigns.
(c) Contract shall mean any agreement between Gelidus Ltd and the Client for the supply of Products or Services.
(d) Products means Products or parts thereof to be supplied but not necessarily manufactured by Gelidus Ltd to a Client and may include but shall not be limited to air conditioning products, ventilation products, accessories, spare parts, consumables and documents.
(e) Services means Services to be provided by Gelidus Ltd to a Client and may include but shall not be limited to design, installation, repair and maintenance services.
(f) Contract Price shall mean the sum so named in the Contract and is ex-works exclusive of VAT and other taxes and delivery costs which are payable in addition at the rate applicable at the date of invoice.
(g) Premises shall mean the place or places other than Gelidus Ltd’s premises to which the Product is to be delivered or where Services are to be provided as described in the Contract.
(h) The Date of Handover means the date upon which the Client is required to sign the certificate of handover referred to in paragraph 8(b) hereof or the date of supply of Product where the Contract is for supply of Product only.
(a) Any quotation submitted by Gelidus Ltd to the Client shall constitute an offer and shall remain open for acceptance in the manner prescribed for a period of 30 days from the quotation date.
(b) Any Contract between Gelidus Ltd and the Client shall incorporate and be subject to these general terms and conditions. Any terms and conditions contained in the Client’s order form or other documents which are inconsistent with these general terms and conditions shall be void and of no effect.
(c) Any representation or warranty whether written or oral made or given prior to the Contract or implied by statute or common law is hereby expressly excluded to the fullest extent permitted by law, and any amendment to these terms and conditions shall not apply unless it is agreed in writing by Gelidus Ltd. In entering into the Contract the Client acknowledges that it does not rely on and waives any claim for breach of any such representations or warranties which are not so agreed.
(d) If any provision hereof shall be held by a court of competent jurisdiction to be invalid or void such provision shall be struck out and the remainder hereof shall stand in full force and effect.
(a) Subject to the specific warranty provisions herein contained Gelidus Ltd’s liability for any claims for incidental injury loss or damage made by the Client arising out of or in connection with any defects in the Product, or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the Contract or a fundamental term thereof) of Gelidus Ltd, its servants or agents in the performance of the Contact shall be limited to the invoiced value of the Contract.
(b) Gelidus Ltd shall not in any event be liable for any loss of profit, indirect or consequential loss or damage suffered by the Client or by any third party, howsoever caused.
(c) Nothing in these terms and conditions shall exclude or restrict Gelidus Ltd’s liability for death or personal injury as a result of its negligence within the meaning of that expression as defined in Section 1 of the Unfair Contract Terms Act 1977.
(a) Gelidus Ltd and the Client shall keep confidential any information obtained under the contract and shall not divulge the same to any third party without the consent in writing of the other party.
(b) The property and copyright in all documents, drawings, plans, illustrations, photographs and other printed matter submitted to the Client shall remain with Gelidus Ltd, and none of these items shall be disclosed to a third party without Gelidus Ltd’s written consent.
(c) The Client shall not acquire directly or indirectly by virtue of any Contract any Industrial, Intellectual or other Property rights of Gelidus Ltd pertaining to the Products and any present or subsequently acquired Industrial, Intellectual Property or other protected rights of Gelidus Ltd pertaining to the Products shall become or remain the sole and exclusive property of Gelidus Ltd.
(a) The Contract price will be invoiced periodically as detailed in the service agreement between Gelidus Ltd and the client.
(b) Payment of invoices shall be made within 30 days of invoice date. Gelidus Ltd shall have the right to charge interest from the invoice date on overdue invoices without further notice at the rate of 4% over the base rate of HSBC Ltd for the time being.
(c) The Client shall not be entitled to withhold payment (whether in whole or part) of any invoice by reason of any dispute between the parties or otherwise.
6. Title and Risk
(a) Risk in the Product shall pass to the Client on delivery to the Premises.
(b) Property in the Product shall not pass to the Client until the Client has paid for it in full and discharged all other debts owing to Gelidus Ltd. If nevertheless the Client sells the Products or sells items into which the Products have been incorporated before the Products have been paid for in full, he shall hold the proceeds of sale in trust for Gelidus Ltd in a separate account and Gelidus Ltd shall be entitled to trace the Products into such items or the proceeds of sale.
(c) Notwithstanding clause (b) above, the Client hereby acknowledges that the supply of a Product includes a personal non-transferable and non-exclusive licence to use any incorporated software and that such licence specifically excludes using such software otherwise than in connection with the Product at the Premises.
(d) In the event of default in payment by the Client or the Client entering into liquidation or being made bankrupt or having a winding up order made against it or having a receiver, administrator or administrative receiver appointed over its assets, income or any part thereof Gelidus Ltd shall without prejudice to any other remedies it may have under the Contract: (i) terminate the Contract forthwith by notice in writing to the Client liquidator or other proper person as appropriate; (ii) after giving notice of its intention to repossess the goods, enter the Premises with such transport as may be necessary and recover any or all Products in respect of which full payment of the Contract price has not been made and the Client liquidator or other proper person shall afford Gelidus Ltd free access thereto and all such facilities as may be necessary to enable Gelidus Ltd so to do.
(e) No liquidator, receiver, administrator or administrative receiver of the Client shall have authority to sell goods to which Gelidus Ltd has title without the prior written consent of Gelidus Ltd.
7. Delivery and Installation
(a) Gelidus Ltd will use its best endeavours to comply with any date or dates agreed for delivery and/or installation of the Product and the provision of Services but such date or dates shall only be statements of expectation and in no way binding on Gelidus Ltd and accordingly time of delivery and installation shall not be of the essence of the Contract.
(b) Delay in delivery and/or installation of the Product or Services shall not entitle the Client to rescind or repudiate the Contract or to claim any damages or compensation, but if such delay arises as a result of any circumstances as envisaged under clause 13 hereof and lasts for a period of more than 6 months either party may by written notice to the other forthwith terminate the Contract on the following terms: (i) the Client shall pay Gelidus Ltd for any Product or Services supplied; (ii) the Client shall pay Gelidus Ltd for all work done and materials used.
(c) The Client shall not be entitled to delay delivery or the provision of Services under any circumstances and if the Contract does not specify any date for delivery the Client shall accept delivery when the Product is available for delivery.
8. Inspection Testing and Handover
(a) Gelidus Ltd shall complete all agreed inspection and testing of the Product prior to dispatch or at the Premises as required by the Contract.
(b) When the Product has been delivered and installed in accordance with the Contract and has passed all agreed inspection and testing required under the Contract it will be handed over to the Client who will be required to sign Gelidus Ltd’s standard certificate of handover.
(a) The warranty period shall be 12 months from: (i) the Date of Handover in respect of Products manufactured by Gelidus Ltd; (ii) date of delivery to the Premises in respect of any Products supplied but not manufactured by Gelidus Ltd.
(b) During the warranty period Gelidus Ltd will use its best endeavours to keep the Product operating including repair or replacement (at Gelidus Ltd’s option) of any defective Products at no cost to the Client.
(c) Gelidus Ltd warrants to the Client that it will use its best endeavours to procure the manufacturers of the various parts of the Products to pass on the benefit of the warranties (if any) given by those manufacturers for the Client’s benefit.
(d) The warranty shall be inoperative in the event of: (i) failure of the Client to maintain a suitable operating environment; (ii) use of Products for purposes other than those for which they were originally designed without prior approval; (iii) accidental or wilful damage or neglect; (iv) failure of the Client to follow operating procedures laid down by Gelidus Ltd; (v) any alterations or additions to the Product or relocation of any part of the Product without Gelidus Ltd’s prior approval; (vi) any defect in the Products arising from any drawing, design or specification supplied by the Client; (vii) failure of the Client to pay the total price for the Products by the due date for such payment.
(e) The warranty shall not apply to the replacement of consumables of the type of but not limited to air filters, peristaltic pump bladders and drive belts.
10. Client Obligations
It shall be the sole responsibility of the Client to provide and maintain at all times adequate environmental and operational conditions for the Product. Any additional costs incurred by Gelidus Ltd due to the Client’s failure suitably to prepare or maintain the Premises or to provide Gelidus Ltd with all facilities reasonably required by it to perform its obligations under the Contract shall be paid by the Client.
(a) Either party shall have the right to terminate the Contract if the other party is in material breach of the Contract and does not rectify this breach within 30 days of receipt of notification thereof in writing.
(b) Such termination shall in all cases be without prejudice to the existing rights and obligations of both parties.
The Client shall not be entitled to assign the Contract or any part thereof.
13. Force Majeure
Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances beyond the party’s reasonable control including but not limited to Acts of God; legislation; war; fire; flood; drought; breakdown of plant; delay by suppliers; failure of power supply; lock-out; strike or other action taken by employees in contemplation or furtherance of a dispute; or owing to inability to procure materials required for the performance of the Contract.
No forbearance, indulgence or relaxation on Gelidus Ltd’s part shown or granted to the Client in respect of any of these general terms and conditions shall in any way affect, diminish, restrict or prejudice Gelidus Ltd’s rights or powers under the Contract or operate or be deemed to be a waiver of any breach of the terms and conditions of the Contract on the part of the Client.
Any notice to be given hereunder shall be in writing and shall be delivered or sent by post or by facsimile to the relevant party at its registered or principal office (or such other address as shall have been notified to the other party) and shall be deemed to have been given, in the case of a notice which has been delivered by hand when it is deposited at the appropriate address, in the case of a notice sent by post 48 hours after the date on which a first-class registered letter including such notice is posted and in the case of a notice sent by facsimile when it is deposited and the appropriate activity report confirms receipt.
These general terms and conditions and each and every Contract made pursuant thereto shall be construed and interpreted in accordance with the laws of England and the parties acknowledge and accept the exclusive jurisdiction of the English Courts.