Terms & Conditions

TERMS & CONDITIONS OF TRADE

  1. DEFINITIONS
    1. "Transcold" shall mean Transcold Group Limited, or any agents or employees thereof.
    2. "Customer" shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from Transcold.
    3. "Goods" shall mean:
      1. All Goods of the general description specified on the front of this agreement and supplied by Transcold to the Customer; and
      2. All Goods supplied by Transcold to the Customer; and
      3. All inventory of the Customer that is supplied by Transcold; and
      4. All Goods supplied by Transcold and further identified in any invoice issued by Transcold to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
      5. All Goods that are marked as having been supplied by Transcold or that are stored by the Customer in a manner that enables them to be identified as having been supplied by Transcold; and
      6. All of the Customer’s present and after-acquired Goods that Transcold have performed work on or to or in which goods or materials supplied or financed by Transcold have been attached or incorporated.
      7. The above descriptions may overlap but each is independent of and does not limit the others.
    4. "Goods and Services" shall also mean all goods, products, services and advice provided by Transcold to the Customer and shall include without limitation the sale, installation, servicing and maintenance of transport and commercial refrigeration equipment and all associated parts and services and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods and Services by Transcold to the Customer.
    5. "Price" shall mean the cost of the Goods and Services as agreed between Transcold and the Customer and includes all disbursements e.g. charges Transcold pay to others on the Customer's behalf subject to clause 4 of this contract.
  2. ACCEPTANCE
    1. Any instructions received by Transcold from the Customer for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
  3. COLLECTION AND USE OF INFORMATION
    1. The Customer authorises Transcold to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by Transcold to any other party.
    2. The Customer authorises Transcold to disclose any information obtained to any person for the purposes set out in clause 3.1.
    3. Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
  4. PRICE
    1. Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed to be sold at the current amount as such Goods and Services are sold by Transcold at the time of the contract.
    2. The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods and Services that is beyond the control of Transcold between the date of the contract and delivery of the Goods and Services.
  5. PAYMENT
    1. Payment for Goods and Services shall be made in full on or before the 20th day of the month following the date of the invoice ("the due date").
    2. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
    3. Any expenses, disbursements and legal costs incurred by Transcold in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees.
    4. Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
    5. A deposit may be required.
  6. QUOTATION
    1. Where a quotation is given by Transcold for Goods and Services:
      1. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
      2. The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
      3. Transcold reserves the right to alter the quotation because of circumstances beyond its control.
    2. Where Goods and Services are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods and Services.
  7. RISK
    1. The Goods and Services remain at Transcold’s risk until delivery to the Customer.
    2. Delivery of Goods and Services shall be deemed complete when Transcold gives possession of the Goods and Services directly to the Customer or possession of the Goods and Services are given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
    3. The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to Transcold making time of the essence.
  8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
    1. Title in any Goods and Services supplied by Transcold passes to the Customer only when the Customer has made payment in full for all Goods and Services provided by Transcold and of all other sums due to Transcold by the Customer on any account whatsoever.  Until all sums due to Transcold by the Customer have been paid in full, Transcold has a security interest in all Goods and Services.
    2. If the Goods and Services are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods and Services shall remain with Transcold until the Customer has made payment for all Goods and Services, and where those Goods and Services are mixed with other property so as to be part of or a constituent of any new Goods and Services, title to these new Goods and Services shall deemed to be assigned to Transcold as security for the full satisfaction by the Customer of the full amount owing between Transcold and Customer.
    3. The Customer gives irrevocable authority to Transcold to enter any premises occupied by the Customer or on which Goods and Services are situated at any reasonable time after default by the Customer or before default if Transcold believes a default is likely and to remove and repossess any Goods and Services and any other property to which Goods and Services are attached or in which Goods and Services are incorporated.  Transcold shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or Otherwise in any way whatsoever unless by statute such liability cannot be excluded.  Transcold may either resell any repossessed Goods and Services and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and Services and credit the Customer’s account with the invoice value thereof less such sum as Transcold reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
    4. Where Goods and Services are retained by Transcold pursuant to clause 8.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 ("PPSA") and to object under s.121 of the PPSA.
    5. The following shall constitute defaults by the Customer:
      1. Non payment of any sum by the due date.
      2. The Customer intimates that it will not pay any sum by the due date.
      3. Any Goods and Services are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods and Services.
      4. Any Goods and Services in the possession of the Customer are materially damaged while any sum due from the Customer to Transcold remains unpaid.
      5. The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer’s assets or a landlord distains against any of the Customer’s assets.
      6. A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
      7. Any material adverse change in the financial position of the Customer.
    6. If the Credit Repossession Act applies to any transaction between the Customer and Transcold, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.
  9. SECURITY INTEREST FOR SERVICE PROVIDERS
    1. The Customer gives Transcold a security interest in all of the Customer’s present and after-acquired Goods and Services that Transcold has performed services on or to or in which goods or materials supplied or financed by Transcold have been attached on incorporated.
  10. PAYMENT ALLOCATION
    1. Transcold may in its discretion allocate any payment received from the Customer towards any invoice that Transcold determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated.  In the absence of any payment allocation by Transcold, payment shall be deemed to be allocated in such manner as preserves the maximum value of Transcold’s purchase money security interest in products.
  11. DISPUTES
    1. No claim relating to Goods and Services will be considered unless made within forty-eight (48) hours of delivery.
  12. LIABILITY
    1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Transcold which cannot by law (or which can only to a limited extent by law) be excluded or modified.  In respect of any such implied warranties, conditions or terms imposed on Transcold, Transcold’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
    2. Except as otherwise provided by clause 12.1 Transcold shall not be liable for:
      1. Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by Transcold to the Customer; and
      2. The Customer shall indemnify Transcold against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Transcold or otherwise, brought by any person in connection with any matter, act, omission, or error by Transcold its agents or employees in connection with the Goods and Services.
  13. CONSUMER GUARANTEES ACT
    1. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods and Services from Transcold for the purposes of a business in terms of section 2 and 43 of that Act.
  14. WARRANTY
    1. No representation, condition, warranty or premise expressed or implied by law or otherwise applies to Goods and Services except where Goods and Services are supplied or provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
    2. Transcold’s liability under the preceding paragraph shall be strictly limited to the repairing or replacing without charge any part thereof which proved to be defective or (at the option of Transcold) allowing a full credit in respect of the Goods and Services within 12 months of the date of sale and Transcold shall not be liable for any claim in respect of work done on the Goods and Services or installation of the Goods and Services, transport costs, loss of profit on or any claim suffered through re-sale or any other claim loss, damage, or expense incurred or suffered by the Customer relating whether directly or indirectly to such defects, Transcold shall have the option of requiring the return of the defective part, transportation prepaid to establish the claim.
    3. If the Customer shall contemporaneously enter into a Service Contract through Transcold in respect of any equipment, his rights under this clause will be satisfied by the warranty credit specified in the Service Contract, which Contract shall thereupon totally cover the maintenance and servicing of the equipment to the exclusion of this contract with effect from the equipment installation date provided.  Transcold may automatically defer without penalty any maintenance service, to be provided by it for any Goods and Services sold, so long as any amounts remain overdue for payment or any credit limit is exceeded by the Customer.
  15. CANCELLATION
    1. Transcold shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of Goods and Services to the Customer if the Customer fails to pay any money owing after the due date or the Customer commits an act of bankruptcy as defined in section 19 of the Insolvency Act 1967.
    2. Any cancellation or suspension of this agreement shall not affect Transcold’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Customer’s obligations to Transcold under this contract.
  16. MISCELLANEOUS
    1. Transcold shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
    2. Failure by Transcold to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Transcold has under this contract.
    3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.