In these conditions of sale (“Conditions”): “Company” means Natural Cool Airconditioning & Engineering Pte Ltd and its successors and assigns; “Client” means the client named in this Order and his successors; “Deposit” means the deposit paid or to be paid by the Client upon placing the Order; “Goods” means the articles or things or any of them sold or to be sold by the Company under the Order; “Order” means the order placed by the Client for, where applicable, the supply of the Goods and/or the installation of the Goods.
2. Unless otherwise agreed in writing by the Company, these Conditions shall be incorporated in the Order to the exclusion of any terms or conditions stipulated or referred to by the Client. Where there is any inconsistency between these Conditions and any conditions appearing in any of the Company’s printed materials or elsewhere, these Conditions shall prevail.
3. If the Client requires any change to any of the terms of the Order (including the description of or specifications for the Goods or the address for installation of the Goods), the Client shall pay the additional charges as determined by the Company.
4. The Deposit is not refundable and is non-transferable.
5. The Goods sold are not returnable.
6. The date and/or time stated in the Order for delivery or, where applicable, for installation of the Goods is an estimate only, and is subject to change by the Company at any time and from time to time. The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Client to refuse to accept any delivery or performance of or repudiate the Order.
7. Delivery of the Goods shall be sufficiently made by the Company handing the Goods to the Client or any person attending at the address stated in the Order. If the Client fails, for any reason whatsoever, to accept delivery of the Goods when such delivery is made by the Company, the Client shall pay such additional storage charges as the Company shall determine, as well as additional charges for any subsequent delivery(ies) of the Goods. These additional storage and delivery charges are additional to any other payment or damages which the Client may be liable to pay in respect of his failure to accept delivery of the Goods.
8. If the Client fails, for any reason whatsoever, to accept delivery of the Goods by the expiration of 6 months from the date on which delivery was first made by the Company, the Company shall be entitled to terminate the Order, forfeit the Deposit, and thereafter to resell or otherwise deal with the Goods in such manner as the Company deems fit. Any deficiency in the price which the Company may obtain for the Goods and all expenses incurred in the resale or attempted resale of the Goods, as well as all storage and delivery charges as aforesaid, shall be recoverable from and payable by the Client as a liquidated debt due to the Company.
9. The Client shall inspect the Goods upon delivery or, where they are installed by the Company, upon completion of such installation. All and any defects in the Goods or in the installation thereof must be notified in writing to the Company within 7 days of delivery or, where the Goods are installed by the Company, within 7 days of such installation, failing which the Goods will be deemed to have been delivered in good working order and condition and, where they have been installed by the Company, to have been properly so installed, in all respects in accordance with contract. Without prejudice to the foregoing, the Company shall at all times have sole and absolute discretion over the manner in which the installation of the Goods shall be carried out, notwithstanding any instructions or directions which the Client may at any time have given in respect of such installation.
10. No representation or warranty is made by the Company that the performance of the Goods will meet the manufacturer’s specifications, irrespective of whether the Company has knowledge of the environmental, building and/or other conditions at the premises where the Goods are installed, or knowledge of the Client’s expectations as regards the performance of the Goods. Unless expressly provided in the Order, the Company shall not be obliged to test or commission the Goods, irrespective of whether they are installed by the Company.
11. Where the manufacturer/distributor/supplier of the Goods (the “warrantor”) has given a warranty in respect of defects in or which may arise in the Goods, the Company shall have no liability to the Client in respect of any such defects to which the warranty relates, and the Client’s rights in respect of or arising from such defects shall only be those which the Client may have against the warrantor under and subject to the terms of the said warranty.
12. Where the Goods are installed by the Company, the Company warrants that such installation will be free of defects in material and workmanship for a period of 1 year from the date of installation save that the warranty in this clause does not cover defects in or damage to the Goods or the installation thereof which are due to improper maintenance, misuse, neglect or any other cause other than ordinary usage or application of the Goods. During the said period, but provided that the Client has paid in full all monies due to the Company under the Order and these Conditions, the Company shall use reasonable efforts to make good any defects in the installation of the Goods where they are due to defects in material or workmanship.
13. Except as expressly provided in these Conditions, no representation or warranty with respect to merchantability, quality, fitness for any particular purpose, condition, durability or suitability of the Goods and/or the installation thereof is given or implied by the Company. All guarantees, warranties and conditions (including any conditions as to quality or fitness for any particular purpose) whether express or implied by statute, common law or otherwise except as expressly provided in these Conditions are hereby excluded and negatived.
14. The warranties set out in these Conditions are given and accepted in substitution for any representation or warranty which may have been made by the Company prior to or at the time of the acceptance of the Order. All such prior representations and warranties (if any) and all other representations and warranties (whether written or oral, express or implied by statute, common law or otherwise howsoever) other than those expressly set out in these Conditions are hereby excluded.
15. The Company will indemnify the Client only against direct damage to property or death or injury to persons to the extent caused directly by the negligent acts or omissions of the Company or its employees, but not otherwise, and provided always that the Company’s total liability for any damage to property shall not exceed the contract price for the Goods as specified in the Order, and provided that the Company shall in any event have no liability for any damage to property caused by or during the usage of the Goods by the Client, including but not limited to damage caused directly or indirectly by water condensation during or resulting from the usage of the Goods.
16. The Company’s liability under Clause 15 shall be to the exclusion of any other liability to the Client whether contractual, tortious or otherwise for defects in the installation of the Goods, for any death or personal injury caused by the Goods or for any loss or damage to or caused by the Goods or the installation thereof.
17. The Company shall not be liable for any delay or for the consequences of any delay in performing any of its obligations under the Order if such delay is due to any cause whatsoever beyond its reasonable control. Any such delay shall not discharge the Client from any of the Client’s obligations under the Order. In the event of such delay, the Company reserves the right to terminate the Order and refund to the Client the Deposit, without any interest or any compensation for loss or damages to the Client.
18. Notwithstanding anything in these Conditions, in no circumstances shall the Company be liable, whether in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatsoever the cause thereof, (i) for any increased costs or expenses, (ii) for any loss of profit, business, opportunity, contracts, revenues or anticipated savings, or (iii) for any special, indirect or consequential damage of any nature whatsoever.
19. In any event, and notwithstanding anything contained in these Conditions, the Company’s liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever, and whatsoever the cause thereof, arising by reason of or in connection with the Order (except in relation to death or personal injury caused by the negligence of the Company or its employees while acting in the course of their employment) shall be limited to the contract price for the Goods as specified in the Order.
20. Each of the foregoing Clauses 13 to 19 is to be construed as a separate limitation (applying and surviving even if for any reason one or other of the said clauses is held to be inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of the Order.
21. All invoices are payable on or before the date stated on the Company’s invoice and in no circumstances shall the Client be entitled to make any deduction or withhold payment for any reason at all. If the Client fails to pay the invoice by the due date, the Client shall not be allowed any discount given in that invoice or in any other way agreed and shall pay interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgment) at the rate of % per month.
22. Risk of damage to or loss of the Goods shall pass to the Client: (i) in the case of Goods to be collected by the Client at the Company’s premises, at the time when the Company notifies the Client that the Goods are ready for the Client’s collection; (ii) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery in accordance with these Conditions or, if the Client fails for any reason whatsoever to accept delivery of the Goods, at the time when the Company has tendered delivery of the Goods.
23. Notwithstanding delivery and the passing of the risk in the Goods or any other provisions in these Conditions, title to the Goods shall not pass to the Client but shall be retained by the Company until the contract price for the Goods stated in the Order and the purchase price of all other goods or services previously or subsequently supplied by the Company to the Client have been paid by the Client to the Company in full.
24. Until such time as the title in the Goods has passed to the Client: (i) the Client shall hold the Goods as the Company’s fiduciary agent and bailee and shall accordingly remain liable to account to the Company for the Goods; (ii) the Client shall keep the Goods separate from those of the Client and third parties and properly stored, protected and insured and identified as the Company’s property; (iii) the Company shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the Goods; (iv) for the purposes of (iii) above, the Company or any of its employees, agents or authorised representatives shall be entitled at any time and without notice to enter upon any premises in which the Goods or any part thereof are installed, stored or kept or is reasonably believed so to be, and to dismantle and remove the Goods from such premises without being liable for any loss or damage thereby caused (in respect of which the Client shall at all times keep the Company fully indemnified); (v) the Company shall be entitled to seek an injunction to prevent the Client from selling, transferring or otherwise disposing of the Goods.
25. The Client and the Company do not intend that any term of the Order and these Conditions should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 2001 or otherwise, by any person who is not a party to the Order against the Client and the Company respectively.
26. If any of the above Conditions or part thereof is held to be invalid or unenforceable, then such Condition or part thereof shall (in so far as if is invalid or unenforceable) be given no effect and shall be deemed not to be included herein but without invalidating any of the remaining Conditions or part thereof.
27. All legal costs and expenses connected with the recovery of any overdue amount shall be paid by the Client on a full indemnity basis.