TERMS & CONDITIONS OF TRADE
By employing our heat pump and installation services, you are accepting our terms and conditions of trade. These can be found below.
1.1 “Oxygen Air Ltd’ shall mean Oxygen Air, or any agents or employee thereof.
1.2 “Customer” shall mean the customer, any person acting on behalf of and with the authority of the customer, or any person purchasing products or services from Oxygen Air.
1.3 ” Goods” shall mean: 1.3.1 all goods of the general description on the front of this agreement and supplied by Oxygen Air to the customer, and
1.3.2 all goods supplied to the customer, and
1.3.3 all inventory of the customer supplied by Oxygen Air, and
1.3.4 all goods supplied by Oxygen Air and further identified in any invoice issued by Oxygen Air to the customer, which invoices are deemed to be incorporated into and form part of this agreement, and
1.3.5 all goods that are marked as having been supplied by Oxygen Air, or that are stored by the customer in a manner that enables them to be identified as having been supplied by Oxygen Air, and
1.3.6 all of the customers present and after-acquired goods that Oxygen Air has performed work on or to or in which goods or materials supplied or financed by Oxygen Air have been attached or incorporated.
1.3.7 The above descriptions may overlap, but each is independent of and does not limit the other.
1.4 Goods and services shall also mean all goods, products, services and advices provided by Oxygen Air to the customer and shall include without limitation, the design, manufacture, development, sale, installation, repair and maintenance of any air conditioning or refrigeration equipment and the supply of componentry and parts and all charges for labour, hire charges, insurance charges, or any fees or charges associated with the supply of goods and services by Oxygen Air to the Customer.
1.5 “Price” shall mean the cost of the goods and services as agreed between Oxygen Air and the Customer and includes all disbursements; e.g. charges Oxygen Air pay to others on behalf of the Customer subject to clause 4 of this contract.
2.1 Any instructions received by Oxygen Air 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
3.1 The customer authorises Oxygen Air to collect, retain and use any information about the customer, for the purpose of assessing the Customer’s creditworthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by Oxygen Air to any other party.
3.2 The Customer authorises Oxygen Air to disclose any information obtained to any person.
4.1 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 Oxygen Air to any other party.
4.2 The price may be increased by any reasonable increase in the cost of supply of the Goods and Services that is beyond the control of Oxygen Air between the date of the contract and delivery of Goods and Services.
5.1 Payment for Goods and Services shall be made in full on or before 7 days net of the date of invoice (“the due date”). Progress payments apply to large contracts.
5.2 The company may charge interest on any money outstanding under this contract at a rate equal to 5% above the bank indicator lending rate to the company. Interest is payable from the date the payment was due until the date the company receives payment. By agreeing to our terms and conditions, the customer agrees that all money owing to Oxygen Air can be recovered from any personal or other company assets owned by the customer.
5.3 Any expenses, disbursements and legal costs incurred by Oxygen Air 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.
5.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
6.1 Where a quotation is given by Oxygen Air for Goods and Services;
6.1.1 Unless otherwise agreed, the quotation shall be valid for thirty (30) days from the date of issue and
6.1.2 The quotation shall be exclusive of Goods and Services Tax unless specifically stated to the contrary.
6.1.3 Oxygen Air reserves the right to alter quotations because of circumstances beyond its control.
6.2 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.
7.1 The Goods and Services remain at Oxygen Air.’s risk until delivery to the Customer.
7.2 Delivery of Goods and Services shall be deemed complete when Oxygen Air gives possession of the Goods and Services directly to the customer or possession of the Goods and Services is given to a carrier, courier, or other bailee for the purposes of transmission to the Customer.
8. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
8.1 Title in Goods and Services supplied by Oxygen Air passes to the customer only when the Customer has made payment in full for all goods and services provided by Oxygen Air and all other sums due to Oxygen Air by the customer on any account whatsoever. Until all sums due to Oxygen Air by the customer have been paid in full, Oxygen Air has a security interest in all Goods and Services.
8.2 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 Oxygen Air until the Customer has made payment in full 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 Goods and Services, title to these new Goods and Services shall deemed to be assigned to Oxygen Air as security for the full satisfaction by the Customer of the full amount owing between Oxygen Air and the Customer.
8.3 The customer gives irrevocable authority to Oxygen Air 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 Oxygen Air believes 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. Oxygen Air 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. Oxygen Air may either resell any repossessed Goods and Services and credit the customers account with the net proceeds of sale or may retain the repossessed Goods and Services and credit the Customers account with the invoice value less such sum as Go Cold Refrigeration Services reasonably determines on account of wear and tear, depreciation, obsolescence, loss of profit and costs.
8.4 Where Goods and Services are retained by Oxygen Air in pursuant of 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
8.5 The Company may register a Financing Statement over the Goods and the customer shall agree to waive the right to a verification statement for purposes of s.148 of the PPSA.
8.6 The following shall constitute default by the Customer;
8.6.1 Non-payment of any sum by the due date
8.6.2 The Customer intimates that it will not pay the sum by the due date.
8.6.3 Any Goods and Services are seized by any other creditor of the customer or any other creditors intimates that it intends to seize Goods and Services.
8.6.4 Any Goods and Services in the possession of the Customer are materially damaged while any sum due from the Customer to Oxygen Air remains unpaid.
8.6.5 The Customer is bankrupted or put into liquidation, or a receiver is appointed to any of the Customer’s assets, or a landlord detrains against any of the Customer’s assets.
8.6.6 A court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
8.6.7 Any material adverse change in the financial position of the Customer.
9. SECURITY INTEREST FOR SERVICE PROVIDES
9.1 The customer gives Oxygen Air a security interest in all the Customers present and after-acquired property that Oxygen Air has performed services on or to or in which goods or materials supplied or financed by Oxygen Air have been attached or incorporated.
10. PAYMENT ALLOCATION
10.1 Oxygen Air may, in its discretion, allocate any payment received from the Customer towards any invoice that Oxygen Air 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 Oxygen Air, payment shall be deemed to be allocated in such a manner as preserves the maximum value of Oxygen Air.’s purchase money security interest in the Goods and Services.
11. GENERAL LIEN
11.1 The Customer agrees that Oxygen Air may exercise a general lien against any Goods and Service or property belonging to the Customer that is in the possession of Oxygen Air for all sums outstanding under this contract and any contract to which the Customer and Oxygen Air are parties.
11.2 If the lien is not satisfied within seven (7) days of the due date Oxygen Air may, having given notice of the lien at its option either;
11.2.1 Remove such Goods and Services and store them in such a place and in such a manner as Oxygen Air shall think fit and proper and at the risk and expense of the Customer; or
11.2.2 Sell such Goods and Services or part thereof upon such terms as it shall think fit and apply the proceeds towards discharge of the lien and costs of sale without being liable to any person for damage caused.
12. DISPUTES AND RETURN OF GOODS
12.1 No claim relating to the Goods and Services will be considered unless made within seven (7) days of delivery.
12.2 No Goods will be accepted for return without prior consent of Oxygen Air. Any Goods accepted for return will be subject to a 10% restocking fee and must be in reasonable undamaged condition and in original packaging.
13.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Oxygen Air 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 Oxygen Air, Oxygen Air.’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.
13.2 Except as otherwise provided by clause
13.1 Oxygen Air shall not be liable for;
13.2.1 Any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by Oxygen Air to the Customer, including consequential loss whether suffered or incurred by the Customer or any other 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 Oxygen Air to the Customer; and
13.2.2 The Customer shall indemnify Oxygen Air 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 Oxygen Air or otherwise, brought by any person in connection with any matter, act, omission, or error by Oxygen Air its agents or employees in connection with the Goods and Services.
14.1 Manufacturer warranty applies where applicable.
14.2 Any written warranty provided by Oxygen Air to the customer shall also form part of these terms and conditions of trade.
15. COPYRIGHT AND INTELLECTUAL PROPERTY
15.1 Oxygen Air owns and has copyright in all designs, specifications, documents, work and software produced by Oxygen Air in connection with the Goods and Services provided pursuant of this contract, and the client may use the Goods and Services only if paid for in full and for the purpose for which they were intended and supplied by Oxygen Air.
16. CONSUMER GUARANTEES ACT
16.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires Goods and Services from Oxygen Air for the purpose of a business in terms of section 2 and 43 of that act.
17.1 Oxygen Air shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
17.2 Failure by Oxygen Air to enforce any terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Oxygen Air has under this contract.
17.3 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.