Coldline Refrigeration - Terms & Conditions
  1. What is a quotation?
    1. A written quotation issued by Coldline Refrigeration to the Customer is an offer to sell and overrides Coldline Refrigeration’s prevailing price list. A written quotation expires on the date specified as an expiry date. If no expiry date is specified, the written quotation expires 30 days after the date of the written quotation.
    2. Coldline Refrigeration may withdraw, revoke or vary a written quotation at any time prior to the Customer submitting an order which accepts the offer to sell comprised by the written quotation.
  2. What happens when I place an order?
    1. A contract for the supply of Goods is made when the Customer communicates (by writing or conduct) to Coldline Refrigeration its acceptance of a written quotation.
    2. An order from the customer on terms which are inconsistent with the terms of a written quotation is an offer by the Customer to buy Goods from Coldline Refrigeration. A contract for the supply of Goods is made if Coldline Refrigeration communicates that it is prepared to supply the ordered Goods only on the terms of these Conditions and the Customer accepts delivery of the ordered Goods in which case the contract is deemed to have been made as at the date of the Customer’s order.
  3. The contract
    1. A contract made pursuant to clause 2 is wholly document by any specific terms agreed by Coldline Refrigeration and the Customer in writing including, without limitation, in a quotation and these Conditions.
    2. Where in the period between acceptance of a quote and delivery of the relevant Goods, Coldline Refrigeration incurs an increase in the cost of producing and/or delivering the Goods, Coldline Refrigeration reserves the right to increase the quoted price of those goods at any time prior to delivery (a “price escalation”). The Customer shall accept any such price escalation.
  4. What happens if I provide the specifications?
    1. If the Customer’s order refers to a Specification or Working Documentation then
      1. the Customer represents and warrants to Coldline Refrigeration that any such Specification or Working Documentation does not any Goods produced by Coldline Refrigeration pursuant to such Specification of Working Documentation will not breach or infringe upon the rights or property of any third party including, without limitation, patent, design, copyright or other intellectual property rights and the Customer indemnifies Coldline Refrigeration and must hold it harmless from and against any loss, damage, liability or cost suffered or incurred by Coldline Refrigeration arising out of a breach by the customer of the representations and warranties made by it pursuant to this clause;
      2. the Customer releases Coldline Refrigeration from and waives any rights or causes of action it may at any time have had against Coldline Refrigeration but for this release in relation to any fault or defect in any Goods made pursuant to the Customer’s Specification or Working Documentation arising, whether directly or indirectly, out of the terms of the Specification or Working Documentation provided by the Customer to Coldline Refrigeration; and
      3. The Customer release Coldline Refrigeration from and waives any rights or causes of action it may at any time have had against Coldline Refrigeration if any loss or damage occurs as a result of the negligence of the Customer, including but not limited to, a failure to install temperature alarms or equipment failure;
      4. the Customer indemnifies Coldline Refrigeration from and against any loss, damage, liability or cost suffered or incurred by Coldine Refrigeration attributable, whether directly or indirectly, to the terms of any Specification or Working Documentation provided by the Customer to Coldline Refrigeration.
  5. What if parts or labour are not available?
    1. Notwithstanding any other provision of these Conditions, it is a term of the contract made between Coldline Refrigeration and the Customer that Coldline Refrigeration has discretion to refuse to supply Goods or Services to the Customer (without liability to the Customer) where:
      1. Goods or Services are unavailable or insufficient for any reason whatsoever;
      2. the Customer has failed to comply with terms on which Coldline Refrigeration has agreed to provide credit to the Customer;
      3. the Customer or a connected entity of it has breached a contract with Coldline Refrigeration or a connected entity including these Conditions; or Coldline Refrigeration considers it necessary or desirable to do so for any reason at all.
  6. Fit for a particular purpose?
    1. the Customer agrees that it does not rely on the skill or judgment of Coldline Refrigeration in relation to the suitability of any of the Goods for a particular purpose unless it has indicated that purpose in writing to Coldline Refrigeration and Coldline refrigeration has acknowledged in writing that the Goods will be fit for the particular purpose.
  7. Where are orders delivered? Who is responsible?
    1. Coldline Refrigeration will deliver Goods to the Customer as follows:
      1. Coldline Refrigeration reserves the right to arrange transport by any means in its absolute discretion;
      2. delivery will be made during Working Hours to the location agreed (Delivery Point);
      3. Coldline Refrigeration or its transport contractor will deliver the goods so close (Drop Spot) to the Delivery Point as, in the opinion of Coldline Refrigeration or its transport contrctor, it is safe or prudent to do so and delivery occurs and risk in the Goods passed to the Customer when Coldline Refrigeration’s or its transport contactor’s delivery vehicle arrives at the Drop Spot;
      4. the unloading of goods at a Drop Spot is the Customer’s responsibility at its own cost and risk but Coldline Refrigeration or its transport contractor may, without liability to the Customer, unload the Goods at the Drop Sport if the Customer requests Coldline Refrigeration to do so or is absent from the Drop Sport at the time Coldline Refrigeration of its transport contractor wishes to unload and the Customer releases and forever discharges Coldline Refrigeration and its transport contractor from and against any claim, cause of action or liability arising out of the unlading of Goods at the Drop Spot;
      5. where the Customer attends Coldline Refrigeration’s premises to acquire Goods Coldline Refrigeration may, in its discretion:
        1. deliver the Goods into or onto the Customer’s vehicle in which case risk in the Goods passes to the Customer’s and delivery is effected when the Goods are set down in or on the customer’s vehicle; or
        2. deliver the Goods by setting them down alongside the Customer’s vehicle in which case risk in the Goods passes to the Customer and delivery is effected when the Goods are set down alongside the Customer’s vehicle notwithstanding that Coldline Refrigeration’s staff may, on request, assist the Customer to load the Goods into or onto the Customer’s vehicle.
  8. Entry to premises
    1. Where Coldline Refrigeration or its transport contractor enters the Customer’s premises or the premises of a third party nominated by the Customer as a delivery point, the Customer;
    2. releases Coldline Refrigeration from any claim the Customer may at any time have had against Coldline Refrigeration but for this release in respect of damage occasioned to the Customer’s premises or injury to persons arising out of the delivery by Coldline Refrigeration or its transport contractor of Goods to such premises; and
    3. indemnifies and holds Coldline Refrigeration harmless from and against any loss, damage or liability suffered or incurred by Coldline Refrigeration in respect of damage occasioned to the third party’s premises or injury to persons arising out of the delivery by the Supplier or its transport contractor of Goods to the premises of the third party except for and to the extent that such loss, damage or liability suffered or incurred by Coldline Refrigeration does not arise out of the negligence or carelessness of Coldline Refrigeration or its transport contractor.
  9. Statement as to delivery and goods
    1. A statement on an invoice or delivery docket given to the Customer by Coldline Refrigeration as to the quantity, description, date and place of delivery Goods will, as between Coldline Refrigeration and the Customer, be a conclusive statement and will bind the parties for all purposes.
  10. What if work or goods are defective?
    1. If the Customer does not advise Coldline Refrigeration in writing of any fault, damage or defect in Goods or services or failure of Goods to comply with the terms of a contract made pursuant to these Conditions within 30 days of delivery or performance;
      1. the Customer is deemed to have accepted the Goods and Services and is deemed to agree that the Goods and Services are not fault, damaged or defective and comely with a contract made pursuant to the terms of these Conditions; and
      2. the Customer releases and discharges Coldline Refrigeration from and against any claims, actions, loss or liability relation to any fault, damage or defect in the Goods or services or any failure of the Goods to comply with a contact made pursuant to these Conditions.
    2. 1If the Customer advises Coldline Refrigeration in writing of a fault, damage or defect in Goods or a failure of Goods to comply with the terms of a contract made pursuant to these Conditions within 30 days of performance of the services and/or delivery of the goods then Coldline Refrigeration will replace the Goods it considers faulty, damaged or defective and remedy workmanship.
  11. Force Majeure
    1. Coldline refrigeration will not be liable for any loss incurred as a result of delay or failure beyond that party’s reasonable control and occurring without its fault or negligence, to make any supply of Goods or Services or to observe any of these Conditions due to an even of force majeure, being any cause or circumstance beyond Coldline Refrigeration’s reasonable control, including but not limited to, strikes, fires, floods, acts of God or public enemy, malicious or accidental damage, delays in transport, breakdowns in machinery or restrictions or prohibitions by any government or any delegate authorities, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement. During the continuance of an event of force majeure Coldline Refrigeration’s obligations under these Conditions will be suspended.
  12. Retention of title
    1. Authority to enter site and remove goods if not paid for.
    2. The Customer agrees that legal and equitable title to the Goods is retained by Coldline Refrigeration until Coldline Refrigeration receives payment in full from the Customer for the Goods, the Services and all other goods and services supplied to Purchaser by Coldline Refrigeration at any time. Prior to title in the Goods passing to the Customer, the Customer;
      1. holds the goods as bailee and fiduciary agent of Coldline Refrigeration;
      2. where the Customer processes the Goods, either by using the Goods to manufacture other goods or by incorporating the Goods in or with any other goods, holds such part of the new goods (Processed Goods) on trust for Coldline Refrigeration as bailee and fiduciary agent of Coldline Refrigeration;
      3. must store the Goods and such part of the Processed goods separated from its own goods and those of any other third party in such a way as to clearly indicated at all times that the Goods and such part of the Processed goods are owned by Coldline Refrigeration; and
      4. must ensure that, at all time, the Goods and such part of the Processed Goods are properly stored, protected, readily identifiable and insured.
    3. The Customer hereby agrees to accept this anointment as bailee and fiduciary agent of Coldline Refrigeration.
    4. In the event of a breach of this contact by the Customer including, without limitation, failure by the Customer to make payment for the Goods by the date specified by Coldline Refrigeration to the Customer, the Customer must return the Goods to Coldline Refrigeration immediately on demand. The customer hereby grants full leave and irrevocable licence to Coldline Refrigeration and any person authorized by Coldline Refrigeration to enter upon any premises where the goods may for the time being place or stored for the purpose of retaking possession of the Goods. If the customer does not return the Goods to Coldline refrigeration on demand, Coldine Refrigeration shall be entitled (without further notice) to enter upon the Customer’s premises at any time to do all things necessary to recover the Goods.
    5. The Customer agrees that:
      1. it shall be liable for all costs, losses, damages, expenses or any other sums of money incurred or suffered by Coldline Refrigeration (including consequential losses and damages) as a result of Coldline Regfrigeration retaking possession of the Goods or otherwise exercising its rights under this clause;
      2. it shall indemnify Coldline Refrigeration for all fees.
    6. The parties agree that this clause is not intended to created a charge or any other form of security interest and that if and to the extent than, as a matter of law, this clause creates a charge or any other form of security interest the offending words shall be deleted.
  13. Price and minimum call out hours
    1. Work is performed in accordance with the standard hourly rates as provided in the quotation and/or invoice.
    2. The price of Goods or Services or both will be Coldline Refrigeration's prevailing price at the time of delivery.
  14. Payment and credit terms
    1. Coldline requires payment in accordance with the payment and credit terms set out in the Application for Credit, quotation and/or invoice.
  15. Limiting liability
    1. Nothing in these Conditions is intended to exclude, restrict or modify rights which the Customer may have under the CCA or any other legislation which may not be excluded, restricted or modified by agreement.
    2. These Conditions set out the entire agreement between the parties in relation to their subject matter. The terms of the United Nations Convention on Contracts for the International Sale of Goods, 1980 (the Vienna Convention) and all other terms or conditions in relation to the subject matter of these Conditions, whether implied by use, statute or otherwise, are expressly excluded.
    3. No statement or recommendation made or advice, supervision or assistance given by Coldline Refrigeration, its employees, agents, transport by Coldline Refrigeration or a waiver of any clause in these Conditions. Coldline Refrigeration is not liable for loss or damage arising directly or indirectly from any act or omission to act arising directly or indirectly from any such statements, recommendations, advice, supervision or assistance.
    4. Subject to clause 10, Coldline Refrigeration is not liable for any loss or damage, however caused (including, but not limited to, by the negligence of Coldline Refrigeration), suffered by the Customer in connection with a supply of Goods or Services under these Conditions.
    5. Notwithstanding any other provision of these Conditions, Coldline Refrigeration is not liable to the Customer for any indirect, special or consequential loss or damage suffered or incurred by the Customer arising out of a breach by Coldline Refrigeration of a contract made pursuant to these Conditions or a negligent act or omission of Coldline Refrigeration or a breach of a statutory duty or obligation by Coldline Refrigeration. The Chase "indirect, special or consequential loss or damage" is deemed to include the following: economic loss, loss of opportunity, loss of profit or revenue, loss or damage in connection with claims against the Customer by third sates, liquidated sums or liquidated damages.
  16. Warranty work
    1. Any warranty work is to be performed as described in the quotation and/or invoice.
    2. Coldline Refrigeration provides a Standard Warranty of twelve (12) months to the Customer unless otherwise stated.
  17. Miscellaneous
    1. A party waives a right under these Conditions only if it does so in writing. A party does not waive a right simply because it fails to exercise the right, delays exercising the right or only exercises part of the right. A waiver of one breach of a term of these Conditions does not operate as a waiver of another breach of the same term or any other term.
    2. If a provision in these Conditions is wholly or partly invalid or unenforceable in any jurisdiction, that provision or the part of it that is invalid or unenforceable must, to that extent, and in that jurisdiction, be treated as deleted from these Conditions. This does not affect the validity or enforceability of the remaining provisions in that jurisdiction, or of the deleted provision in any other jurisdiction.
    3. Coldline Refrigeration may assign or otherwise deal with the benefit of any contract made pursuant to these Conditions without the consent of the Customer.
  18. Jurisdiction
    1. The laws in force in the State of New South Wales govern these Conditions. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the Courts of the State of New South Wales and courts of appeal from them. Each party waives any right it has to object to an action being brought in those Courts, including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those Courts do not have jurisdiction.