Terms & Conditions

1.1. In these Terms:

        “Contract”               means any contract between ARCTIC SLUSH and the Customer for the sale and purchase of the Goods, incorporating these Conditions;

        “Customer”            means the person whose order for the Goods is accepted by ARCTIC SLUSH;

        “Delivery Point”    means the place where delivery of the Goods is to take place under condition 4;

        “Goods”                   means any goods agreed in the Contract to be supplied to the Customer by ARCTIC SLUSH (including any part or parts of them);

        “ARCTIC SLUSH”   whose registered office is Wansbeck Business Park, Ashington, NE63 8QW

        “Terms”                   means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Customer and ARCTIC SLUSH;

        “Writing”                 (and any similar expression) includes facsimile transmission and comparable means of communication including electronic mail.

1.2. In these Terms references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

1.3. In these Terms references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

1.4. In these conditions headings will not affect the construction of these conditions.

 

2.    Application of Terms

2.1. Subject to any variation under condition any contract will be subject to these Terms to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2. These conditions apply to all ARCTIC SLUSH’s sales to the Customer and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of ARCTIC SLUSH.

2.3. Each order for Goods by the Customer from ARCTIC SLUSH shall be deemed to be an offer by the Customer to purchase Goods subject to these Terms.

2.4. No order placed by the Customer shall be deemed to be accepted by ARCTIC SLUSH until a written acknowledgement of order is issued by ARCTIC SLUSH or (if earlier) the ARCTIC SLUSH delivers the Goods to the Customer.

2.5. The Customer must ensure that the terms of its order are complete and accurate.

 

3.    Description

3.1. The Customer shall be responsible for ensuring the accuracy of terms of any order submitted by it. The quantity and description of the Goods shall be set out in the Customer’s order, if accepted by ARCTIC SLUSH.

3.2. All drawings, descriptive matter, specifications and advertising issued by ARCTIC SLUSH and any descriptions or illustrations contained in ARCTIC SLUSH’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.  They will not form part of the Contract.

 

4.    Delivery

4.1. Unless otherwise agreed in writing by ARCTIC SLUSH delivery of the Goods shall take place at the Delivery Point as stated in the Customer’s order.

4.2. Any dates specified by ARCTIC SLUSH for delivery of the Goods are intended to be an estimate and time for delivery shall not be of the essence of the Contract unless previously agreed in Writing by ARCTIC SLUSH.  The Goods may be delivered by ARCTIC SLUSH in advance of the quoted delivery date on giving reasonable notice to the Customer.

4.3. If for any reason the Customer fails to take delivery of the Goods or ARCTIC SLUSH is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations then without limiting and other right or remedy available to ARCTIC SLUSH, ARCTIC SLUSH may store the Goods until actual delivery whereupon the Customer will be liable for all related costs and expenses (including without limitation storage and insurance).

4.4. The Customer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for unloading the Goods.

 

5.    Non-delivery

5.1. The quantity of any consignment of Goods as recorded by ARCTIC SLUSH upon despatch from ARCTIC SLUSH’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.

5.2. ARCTIC SLUSH shall not be liable for any non-delivery of Goods (even if caused by the ARCTIC SLUSH’s negligence) unless written notice is given to ARCTIC SLUSH within 7 days of the date when the Goods would in the ordinary course of events have been received.

5.3. Any liability of ARCTIC SLUSH for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note against any invoice raised for such Goods.

 

6.    Risk/Title

6.1. The Goods are at the risk of the Customer from the time of delivery or if the Customer wrongfully fails to take delivery of the Goods, at the time when ARCTIC SLUSH has tendered delivery of the Goods.

6.2. Notwithstanding delivery and the passing of risk in the Goods, ownership of the Goods shall not pass to the Customer until ARCTIC SLUSH has received in full (in cash or cleared funds) all sums due to it in respect of:

6.2.1      the Goods; and

6.2.2      all other sums which are or which become due to ARCTIC SLUSH from the Customer on any account.

6.3. Until such time as property and the Goods passes to the Customer, the Customer shall hold the Goods as ARCTIC SLUSH’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and the third parties and properly stored, protected and insured and identified as ARCTIC SLUSH’s property, but the Customer may resell or use the Goods in the ordinary course of its business.

6.4. Until such time as the property and the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Customer to deliver up the Goods to ARCTIC SLUSH, and if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the Goods are stored and repossess the Goods.

6.5. The Customer shall not be entitled to pledge or in any way charge by way of security for indebtedness any of the Goods which remain the property of ARCTIC SLUSH, but if the Customer does so all monies owing by the Company to ARCTIC SLUSH shall (without limiting any other right or remedy of ARCTIC SLUSH) forthwith become due and payable.

6.6. ARCTIC SLUSH shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the ARCTIC SLUSH.

 

7.    Price

7.1. Unless otherwise agreed by ARCTIC SLUSH in writing the price for the goods shall be the price set out in ARCTIC SLUSH’s price list published on the date of delivery or deemed delivery.

7.2. The price for the Goods shall be exclusive of VAT.

7.3 When paying for goods with a credit or debit card the transaction company may add a surcharge to certain card types.


8.    Payment

8.1. Unless otherwise agreed in Writing by ARCTIC SLUSH, the Customer shall pay for the Goods on delivery.

8.2. Time for payment shall be of the essence.

8.3. No payment shall be deemed to have been received until ARCTIC SLUSH has received cleared funds.

8.4. The Customer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by ARCTIC SLUSH to the Customer.

8.5. If the Customer fails to pay ARCTIC SLUSH any sum due pursuant to the Contract the Customer will be liable to pay interest to ARCTIC SLUSH on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Barclays Banks plc accruing on a daily basis until payment is made, whether before or after any judgment.  ARCTIC SLUSH reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002.

8.6. For the avoidance of doubt, in the event that any contract between ARCTIC SLUSH and the Customer is terminated, ARCTIC SLUSH shall not be obliged to either take back or repurchase from the Customer any Goods ordered or purchased by it.

8.7. Without prejudice to any other right or remedy of ARCTIC SLUSH, if the Customer fails to make nay payment on the due date, ARCTIC SLUSH shall be entitled to Charge the Customer liquidated damages reflecting loss to ARCTIC SLUSH as follows:-

8.7.1.     the sum of £7.50 or £15.00 for each letter that ARCTIC SLUSH or ARCTIC SLUSH’s legal representatives (respectively) send to the Customer requiring payment of the outstanding sums; and

8.7.2.     5% of the amount outstanding in respect of commission charged by ARCTIC SLUSH’s legal representatives in pursuing the outstanding sums;

8.7.3.     fixed costs, disbursements and other expenses in issuing a summons in the County Court or in commencing insolvency proceedings (including the issue of statutory demands), such sums to be charged in accordance with the scales for court fees and costs currently in existence from time to time; and

8.7.4.     £500.00 in respect of taking steps towards either court or insolvency proceedings (if such proceedings are not concluded).

8.8. ARCTIC SLUSH reserves the rights to claim its reasonable debt recovery costs under the Late Payment of Commercial Debts Regulations 2002.

 

9.    Quality

9.1. Where ARCTIC SLUSH is not the manufacturer of the Goods, ARCTIC SLUSH will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to ARCTIC SLUSH.

9.2. ARCTIC SLUSH warrants that (subject to the other provisions of these conditions) upon delivery of the Goods will:

9.2.1.     be of satisfactory quality within the meaning of the Sales of Goods Act 1994;

9.2.2      be reasonably fit for any particular purpose for which the Goods are being bought if the Customer had made known that purpose to ARCTIC SLUSH in writing and ARCTIC SLUSH has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of ARCTIC SLUSH.

9.3. ARCTIC SLUSH shall not be liable for a breach of any of the warranties in condition 9.2 unless:

9.3.1.     the Customer gives written notice of the defect to ARCTIC SLUSH, and (if the defect is as a result of damage in transit) to the carrier, within 7 days of the time when the Customer discovers or ought to have discovered the defect; and

9.3.2.     ARCTIC SLUSH is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by ARCTIC SLUSH) returns such goods to ARCTIC SLUSH’s place of business at the Customer’s cost for the examination to take place there.

9.4. ARCTIC SLUSH shall not be liable for a breach of any of the warranties in condition 9.2 if:

9.4.1.     the Customer makes any further use of such Goods after giving such notice; or

9.4.2.     the defect arises because the Customer failed to follow ARCTIC SLUSH’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

9.4.3.     the Customer alters or repairs such Goods without the written consent of ARCTIC SLUSH.

9.5. Subject to conditions 9.3 and 9.4, if any of the Goods do not conform with any of the warranties in condition 9.2 ARCTIC SLUSH shall at its option replace such Goods (or the defective part) or refund the price of such Goods provided that if ARCTIC SLUSH so requests, the Customer shall, at the Customer’s expense, return the Goods or the part of such Goods which is defective to ARCTIC SLUSH.

9.6. If ARCTIC SLUSH complies with condition 9.5 it shall have no further liability for a breach of any of the warranties in condition 9.2 in respect of such Goods.

 

10.  Limitation of Liability

10.1.      Subject to condition 9, the following provisions set out the entire financial liability of ARCTIC SLUSH (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

10.1.1.   any breach of these conditions; and

10.1.2.   any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

10.2.      All warranties, conditions and other terms, implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

10.3.      Nothing in these conditions excludes or limits the liability of ARCTIC SLUSH for death or personal injury caused by ARCTIC SLUSH’s negligence or fraudulent misrepresentation.

        The Customer’s attention is in particular drawn to the provisions of condition 10.4.

10.4.      Subject to conditions 10.2 and 10.3:

10.4.1.   ARCTIC SLUSH’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the price of the Goods; and

10.4.2.   ARCTIC SLUSH shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

 

11.  Assignment

11.1.      The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of ARCTIC SLUSH.

11.2.      ARCTIC SLUSH may assign the Contract or any part of it to any person, firm or ARCTIC SLUSH.

 

12.  Force Majeure

12.1.      ARCTIC SLUSH reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of ARCTIC SLUSH including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to ARCTIC SLUSH to terminate the Contract.

 

13.  General

13.1.      Each right or remedy of ARCTIC SLUSH under the Contract is without prejudice to any other right or remedy of ARCTIC SLUSH whether under Contract or not.

13.2.      If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

13.3.      Failure or delay by ARCTIC SLUSH in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

13.4.      Any waiver by ARCTIC SLUSH of any breach of, or any default under, any provision of the Contract by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

13.5.      The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

13.6.      The formation, existence, constructions, performance, validity and all aspects of the Contract shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English courts.

 

14.  Communications

14.1.      All communications between the parties about this Contract must be in writing and delivered by hand or sent pre-paid first class post or sent by facsimile transmission:

14.1.1.   (in case of communications to ARCTIC SLUSH) to its registered office or such changed address as shall be notified to the customer by ARCTIC SLUSH; or

14.1.2.   (in the case of the communications to the Customer) to the registered office of the addressee (in the case of a limited company) or (in any other case) to any address of the Customer set out in any document which forms part of this Contract or such other address as shall be notified to ARCTIC SLUSH by the Customer.

14.2.      Communications shall be deemed to have been received:

14.2.1.   if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);

14.2.2.   if delivered by hand, on the day of delivery;

14.2.3.   if sent by facsimile transmission on a working day prior to 4.00pm, at the time of transmission and otherwise on the next working day.

14.3.      Communications addressed to ARCTIC SLUSH shall be marked for the attention of the Managing Director.