CONDITIONS OF SALE, REPAIR AND SERVICE
- (a) “The Seller” means us, Ice Roll Pro Limited, the company that has agreed to sell the Goods.
- (b) “The Buyer” is any person from the company or organisation to whom the Seller agrees to sell the Goods.
- (c) “The Goods” means the Goods specified in the order acknowledgement or other appropriate document where the content so permits including units,
parts, accessories, repairs and service.
- (d) “The Price” is the price for the Goods excluding VAT, any carriage packaging and insurance costs.
- (e) “The Conditions” these are the terms and conditions of the sale as set out in this document and any special terms and conditions agreed in writing by the Seller, Ice Roll Pro Ltd.
- (a) These conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sales of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or other document.
- (b) All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these conditions.
- (c) Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these conditions.
- (d) These conditions may not be varied except by the written agreement of a director of the Seller, Ice Roll Pro Ltd.
- (e) These conditions represent the whole agreement between the Seller, Ice Roll Pro Ltd and you, the Buyer. They supersede any other conditions previously issued.
- (a) The Goods manufactured shall be as described in the Purchase Order of the Buyer and Order Acknowledgment of the Seller.
- (b) The Goods delivered to the Buyer shall be as described on the Buyer’s Purchase Order and Seller’s Order Acknowledgment.
- (a) Unless otherwise agreed in writing by a Director of the Seller, Ice Roll Pro Ltd on its behalf these conditions supersede any earlier terms and conditions.
- (b) No representative or warranty or condition made or given by any person purporting to act on behalf of the Seller, shall have any force or effect whatsoever unless confirmed in writing by the Seller.
- (c) Except for provisions of section 12 (as amended) of the Sales of Goods Act 1893 all warranties and conditions (including but without prejudice to the generality of this clause any warranties and conditions as to sale by description or sample or as to quality or fitness for any particular purpose) whether express or implied by status common law are excluded and hereby negatived.
- (d) The Seller shall not be responsible for any damages for consequential loss of profits expenses or damages suffered however arising other than as referred to in clause 9(b). The Buyer is therefore advised to effect necessary insurance to cover against direct and consequential loss.
- (e) The Seller has the right to refuse the Buyer’s acceptance of any quotation or offer unless such quotation or offer is stated in writing to be open for acceptance within a specified period within which it is accepted.
- (f) The Seller’s obligations are subject to availability of the necessary resources to the Seller. The contract is an annual contract. Three month’s written notice is required if either the Buyer or Seller wishes to terminate the contract.
- (a) Unless otherwise stated in writing all quotations are strictly net cash and are exclusive of VAT, taxes, levies or duties from time in force for a period of 30 days.
- (b) If any quotation is inclusive of VAT, taxes, levies or duties and any of these are increased or any additional ones imposed the Buyer shall pay such increases or imposition in addition to the quoted price.
- (c) The price shall be in GBP pounds sterling.
- (d) The Seller has the right to demand full or part payment for the Goods from the Buyer, prior to acknowledging the order, processing the order, dispatch of goods or delivery.
- (e) Any lead time or estimated delivery date suggested by the Seller at time of quotation may be pushed to a later date until payment to the Seller from the Buyer as demanded is made.
- (f) If pre-payment is not demanded by the Seller before dispatch of goods, the Buyer shall be invoiced for the Goods by the Seller within one week of receipt of the Goods and the terms are strictly 30 days date of invoice unless expressly agreed in writing with a director of the Seller, Ice Roll Pro Ltd.
- (g) If any account still remains unsettled by 30 days after its due date, interest shall be charged by the Seller at 2% above the Bank of England base rate per month or part thereof until such time as the full amount is settled.
- (h) Any collection or recovery costs and expenses incurred by the Seller in eliciting payment from the Buyer are to be met by the Buyer should invoices remain unsettled for a period of 30 days or more after their due date.
- (i) Outside of annual price negotiations, any requests for price increases to cover increased costs by the Seller are to be discussed with and agreed by the Buyer.
- (j) In the case of partial completion of an order the Seller shall be entitled in respect of all Goods manufactured and work undertaken to be paid at the contract rate or if there is no such Seller shall be entitled to a quantum rate but in either event without prejudice to the Seller’s right should non-completion be occasioned by any act or default by the Buyer.
- (k) All prices quoted may from time to time be subject to a price increase. Any changes to the pricing by the Seller may be notified to the Buyer prior to the goods being shipped to the Buyer.
CONDITIONS OF SALE, REPAIR AND SERVICE continued
- (a) Catalogues, brochures, price lists and advertising material are only an indication of the type of Goods offered and no description, specification, price or other particulars (whether or not of a like nature) contained therein shall be binding by the Seller.
- (b) Unless otherwise expressly agreed in writing the Goods will be supplied in accordance with the Seller’s normal specification from time to time in force but the Seller reserves the right to vary the specification or to cease the manufacture of the Goods and any such variation or cessation or substation of alternative material shall not give rise to any claim against the Seller.
- (a) Specification, indications or performance or any other descriptions, warranties or conditions issued or made by the Seller in connection with the Goods are intended to be accurate but carry no guarantees or warranty and shall not give rise to any liability on the part of the Seller.
- (b) If the Buyer omits fully to notify the Seller in writing of any special requirements of the Buyer, the Buyer shall nevertheless remain liable to the Seller for the full purchase price.
- (c) Where Goods are manufactured to the Buyer’s requirements the technical specifications must be agreed between the Buyer and the Seller prior to manufacture. There will be no variation to the specification without the Buyer’s written agreement. The Seller shall not be liable in any way for the Goods, their performance or fitness for any particular purpose.
- (a) Unless otherwise stated the place for delivery is the Buyer’s place of business within the UK.
- (b) The carriage of the Goods to the Buyer within mainland UK mainland shall be charged to the Buyer and outside of mainland UK shall be the responsibility of the Buyer, unless explicitly agreed in writing by the Seller.
- (c) Despatch dates will be notified to the Buyer on the order acknowledgment.
- (d) Any time or date named by the Seller is given and intended as an estimate only and the Seller shall not be liable to make good any damage or loss whether arising directly or indirectly our of delay in delivery. Estimated delivery should be within 10%. Repeated instances of delivery outside of the 10% tolerance level may give rise to cancellation of the contract by the Buyer.
- (e) The Seller shall be entitled to deliver by instalments and to invoice for the Goods delivered in each instalment.
- (f) A receipt purporting to be signed by or on behalf of the Buyer shall be conclusive evidence of the delivery of the Goods specified in the delivery or consignment note.
- (a) Unless otherwise agreed in writing the Goods shall be at the risk of the Seller until delivery to or collection by the Buyer or the Buyer’s agent, carrier or nominee and after such delivery or collection the risk of any loss, damage or deterioration shall be borne by the Buyer.
- (b) As regards to any Goods to be installed or serviced by the Seller the risk shall pass to the Buyer when the Goods are delivered to the place where they are to be installed or serviced.
- (c) Any Goods returned by the Buyer to the Seller shall be at the Buyer’s risk until they are received or collected by the Seller.
- (a) Any claim in respect of prices, shortages or damages to the Goods or arising from and failure by the Seller to comply with its obligation must be made in writing within 7 days of delivery of the Goods to the Buyer and if the Goods cannot be delivered to the Buyer within 10 days of the invoice, the Seller must notify the Buyer.
- (b) If any defect shall arise within a 60 day period after supply or at the discretion of the Seller, under proper use and provided that such defect arises from fault design, (other than that provided by the Buyer) materials or workmanship then the Seller’s only obligation shall be to make good any such defect/fault and/or supply any necessary replacement Goods or at the Seller’s option part or parts thereof.
Any installation and/or other services provided by the Seller shall in addition to these conditions be upon the terms and conditions notified to the Buyer at any time prior to delivery.
12. DATA PROTECTION:
We will make a search with a credit reference agency, which may keep a record of that search and may share that information with other businesses. We may also make enquiries about the principal directors with a credit reference agency. We will monitor and record information relating to your trade performance and such records will be made available to other organisations to assess applications for credit and fraud prevention.
13. RETENTION OF TITLE:
The risk in the Goods shall pass from the Seller to the Buyer upon delivery of such Goods to the Buyer. However, notwithstanding delivery and the passing of the risk in the Goods, title and property in the Goods, including full legal and beneficial ownership, shall not pass to the Buyer until such time as the Seller has received a full and final settlement for the Goods that have been delivered to the Buyer. Full and final settlement for the Goods will also include any interest charges and any other amounts incurred by the Buyer through late payment. The Buyer may use the Goods and sell them in the ordinary course of business, but not if the Seller revokes this right in writing or if the Buyer becomes insolvent or goes into Administration.
14. SETT OF ASSIGNMENT:
It is hereby agreed and decided that the Seller may at its own absolute discretion set off and/or assign any sums owed to it by the Buyer (or the Buyer’s associated persons, firms or companies or any of the successors in titled to any of the Seller’s associated or related companies).
15. LAW APPLICABLE:
CONDITIONS OF SALE, REPAIR AND SERVICE continued
This contract shall in all respects be subject to and governed and construed in accordance with English law and shall be deemed to have been made in England and the English courts shall have jurisdiction in respect of any question arising hereunder.
16. TERMINATION & CANCELLATION BY THE BUYER:
The Buyer may terminate the contract in the event of a change of ownership, insolvency, winding- up, administration of the Seller or if the Buyer reasonably believes that the event is likely to occur. Should this occur whilst work is being undertaken by Ice Roll Pro Ltd, the Seller will forward any consequential losses to the Buyer, to include materials and parts ordered and for any work in progress involved in the order that has been placed by the Buyer.
17. FORCE MAJEURE:
The Seller accepts no liability for any failure to deliver arising from circumstances outside of its control. Non-exhaustive illustrations of these circumstances include: Acts of God; war; riots; explosions; abnormal weather conditions; fire; flood; strikes; lock-outs; Government act or regulations (UK or otherwise); delay by suppliers; accidents and shortages of materials, labour or other manufacturing facilities. If the Seller is prevented from delivering in the above circumstances, it shall notify the Buyer of the fact within 10 days of the contractual delivery date. If the circumstances preventing delivery are still continuing 3 months from and including the date the Seller sends such notice then either party may give written notice to the other cancelling the contract. Such written notice must be received whilst the circumstances are still continuing. If the contract is cancelled this way, the Seller shall refund any payment that the Buyer has already made on account (subject to deduction of any amount which the Seller is entitled to claim from the Buyer) but the Seller accepts no liability to compensate the Buyer for any further loss or damage caused by the failure of delivery.
18. ‘ICE TEPPAN’, ‘ICE PLATE’, ‘ICE CREAM ROLL MACHINE, ‘ICE PAN’, ‘ROLLED ICE CREAM MACHINE’ CONDITIONS FOR USE:
The refrigeration equipment for the making of ‘rolled ice cream’ provided by Ice Roll Pro Ltd have strict limits of use and appropriate conditions must be ensured. As a piece of refrigeration equipment, the performance can change depending on a variation of factors. Non-exhaustive illustrations of these limits, conditions and requirements include:
- (a) The maximum temperature of the ambient air supplied to the unit must not exceed 30°C. After this point, the performance of the unit will drop off which may result in a unit being unusable. Any warranty or guarantee of performance will become invalid if the unit is used in such an environment.
- (b) Similarly, the unit must not be used in ambient air temperatures lower than 10°C as this will cause performance issues in the refrigeration system.
- (c) Direct sunlight should not fall on the surface of the unit, as this will affect cooling performance.
- (d) Appropriate ventilation must be ensured to the unit to allow fresh air supply to enter the unit or under the counter area which supplies the unit. Hot exhaust air from the equipment must be removed from the unit, or the under-counter area of the unit, to ensure it isn’t recycled by the unit. Mechanical ventilation (fans) is necessary. Mechanical ventilation to supply cool fresh air must be at least 108 CFM (cubic feet per minute). Similarly, mechanical ventilation to remove hot exhaust air must meet 216 CFM. If the unit is used or installed and the supply and exhaust air requirements are not met, performance will be inadequate and any warranty or guarantee of performance will become invalid. The Buyer should work with the Seller to agree to any ventilation system for the installed Ice Teppan prior to use to ensure that the correct conditions are met.
- (e) Due to the nature of refrigeration systems where air is pushed across condensing coils, it is necessary to ensure the air is clean from dust and dirt. If not, a build-up of dirt can accumulate on the fans, condensing coils and other parts which will affect the cooling performance. Any warranty or guarantee of performance for the unit will become invalid if the unit is used in dirty or dusty environments without regular cleaning, including outdoor areas.
- (f) Regular cleaning of the unit is required to ensure proper operation. This includes careful cleaning of the fans and condenser coils to ensure they are free from dirt and dust. The Seller will not be responsible for any damage caused by the Buyer or by someone by the Seller’s direction when cleaning or operating the equipment.
- (g) The unit should be cleaned at least once per week when being regularly in use. A more thorough deep clean should be conducted once per month to ensure the unit is free from all dust and dirt.
- (h) Professional cleaning by the Seller can be requested by the Buyer to ensure proper operation of the unit at a cost to the Buyer. This charge will include an hourly labour rate, travel, accommodation costs and parts if necessary. If the Seller is asked by the Buyer to professionally clean a unit, there will be no guarantee to when the cleaning can be done, but the Seller will make best effort to do it within 14 days of instruction. The Seller will not be liable to damage or change of performance caused during or after professional cleaning. The Buyer cannot guarantee any level of improved performance of a unit after a professional clean.
- (i) The equipment’s ‘Owner’s Manual’ document should be followed for more detailed information regarding operation and cleaning of the units.
- (j) The ‘Ice Teppan’ has a complex refrigeration system which is susceptible to damage if not stored, transported or used properly. The Owner’s Manual should be followed which outlines ways the Ice Teppan can be stored, transported and used. The Ice Teppan should only be transported in a safe way which will avoid knocking, hitting, shaking or any adverse way which means the unit is exposed to unreasonable contact, pressures and forces which can damage the unit. This can include transport where the unit is exposed to large bumps on roads, cobbled streets, drops off curbs or not being secured safely in vehicles. The unit should only be transported in a gentle, smooth and slow manner.
19. WARRANTY FOR ‘ICE TEPPAN’:
A Warranty of 2 years (24 calendar months) will begin from delivery date of an ‘Ice Teppan’. The Warranty covers manufacturer fault of the unit. The Warranty will not cover damage by the Buyer or someone else, improper use, not following the guidelines mentioned in Section 18, or by not following the guidelines in the Owner’s Manual. If a valid Warranty is exercised by the Buyer and they have followed all guidelines and the fault is that of the manufacturer, there shall be no charge to the Buyer. If the fault is that of the Buyer or is not due to a manufacturer fault, the cost of a repair, replacement, to make good any defect or any costs incurred to the Seller in pursuit of making good any fault, will be charged to the Buyer.
Any exercise of the Warranty needs to be made in writing from the Buyer to the Seller. The Seller will attempt to make good any such defect/fault and/or supply any necessary replacement Goods within reasonable time. Considering goods can be located in different locations, or there could be wait times for replacement parts, no guarantee can be given to when a repair or replacement can be made.
Ice Roll Pro Limited. 73 Somerton Road, London, NW2 1RU, United Kingdom Company Registration Number: 11175917 VAT Number: GB 287282858