STANDARD TERMS & CONDITIONS FOR CRYOCHAPS SALE OF GOODS.

I. Definitions

In this document the following words shall have the following meanings:
1. “Buyer” means the organization or person who buys Goods
2. “Goods” means the articles to be supplied to the Buyer by the Seller;
3. “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual
property wherever in the world enforceable;
4. “Consumer” means a person who purchases goods and services for personal use;
5. “Trade” means the company that buys and sells goods and services, with compensation paid by a buyer to a seller, or the exchange of goods or services
between parties
6. “Seller” means Cryochaps Ltd, 5 Wheathouse Copse, Great Horwood, Bucks, MK17 0QS

II. General

1. These Terms and Conditions shall apply to sales of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or
relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the
Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by
the Seller in writing.
2. Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in
writing by the Seller.

III. Price and Payment

1. The price to the consumer shall be the Recommended Retail Price unless otherwise agreed in writing between the parties. The price is inclusive of VAT or any other applicable costs.
2. The price to trade shall be the Recommended Retail Price less agreed discount, unless otherwise agreed in writing between the parties. The price is inclusive of VAT or any other applicable costs.
3. Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Seller. The offer of credit will be at the sole discretion of the Seller.
4. Where credit is offered payment of the price and VAT and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Seller, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Seller.

5. The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 2 per cent per annum above the base rate of the Bank of England.
6. If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
1. require payment in advance of delivery in relation to any Goods not previously delivered;
2. refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

IV. Description

Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the
avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.

V. Sample

Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is representative in nature and the bulk of the order may differ slightly as a result of the manufacturing process.

VI. Delivery

1. Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
2. If the Seller is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
3. Any damages, shortages, over deliveries and duplicated orders should be reported to the Seller within 14 days of signed receipt to enable replacement or
refund.

VII. RISK

Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.

VIII. TITLE

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods.

IX. RETURN OF UNUSED GOODS
1. All goods are sold on a firm sale basis, i.e. the Seller will not take back any goods not required or sold by the Buyer, unless otherwise agreed in writing,
2. The Buyer must let the seller know in writing within 14 days of receiving their order if they are not satisfied or wish to return the goods. The goods must be
returned within a further 30 days of notification of return. Please contact info@cryochaps.co.uk for return forms
3. Any returns must be authorised in writing by a representative of the Seller before the return is made and any credit will be given.
4. Where the Seller agrees to accept the return of goods, returned item(s) must be in perfect condition in the original packaging with receipt/invoice enclosed in
the packaging. Credit of amounts due or paid in will only be given for goods that are in saleable condition.
5. If in a non saleable condition no refund will be issued.
6. The Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Seller will not be
obliged to accept any goods that are damaged in any way.
7. The Buyer must return the goods with a signed for or tracked service

X. LIMITATION OF LIABILITY
1. The Seller shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
2. Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result
of the Seller’s negligence or that of its employees or agents.

XI. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

XII. FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

XIII. RELATIONSHIP OF PARTIES

Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

XIV. ASSIGNMENT AND SUB-CONTRACTING

The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

XV. WAIVER

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

XVI. SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision
shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

XVII. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

XVIII. WARRANTY

Limited Warranty

Please note that any warranty services or questions must be accompanied by the order number from the transaction or receipt/invoice through which the warranted
product was purchased. This serves as your warranty number and must be retained. CRYOCHAPS LTD will offer no warranty service without this number.
CRYOCHAPS LTD warrants this product against defects in materials or workmanship for six months from the original ship date. During this period, CRYOCHAPS LTD will repair or replace defective parts with new or reconditioned parts at CRYOCHAPS LTD’s option, without charge to you.

Shipping fees incurred from returns for under-warranty service in the first 30-days will be paid by CRYOCHAPS LTD. All shipping fees both to and from CRYOCHAPS LTD following this 30-day period must be paid by the customer. All returns, both during and following the 30-day period, must be affected via the Procedures for Obtaining Warranty Service described below.

CRYOCHAPS LTD makes no other warranty, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or conformity to any representation or description, with respect to this product other than as set forth below. CRYOCHAPS LTD makes no warranty or representation, either express or implied, with respect to any other manufacturer’s product or documentation, its quality, performance, merchantability, fitness for a particular purpose, or conformity to any representation or description.

Except as provided below, CRYOCHAPS LTD is not liable for any loss, cost, expense, inconvenience or damage that may result from use, inability to use or follow the instructions of use for the product supplied. Under no circumstances shall CRYOCHAPS LTD be liable for any loss, cost, expense, inconvenience or damage
exceeding the purchase price of the product supplied.

The warranty and remedies set forth below are exclusive and in lieu of all others, oral or written, expressed or implied. No reseller, agent or employee is authorized to make any modification, extension or addition to this warranty.

Warranty Conditions

The above Limited Warranty is subject to the following conditions:
1. This warranty extends only to products distributed and/or sold by CRYOCHAPS LTD.
2. This warranty covers only normal use of the product as stated in the application guide. CRYOCHAPS LTD shall not be liable under this warranty if any damage or
defect results from (i) misuse, abuse, neglect, improper shipping or application; (ii) disasters such as fire, flood, lightning or improper electric current; or (iii) damages incurred through irresponsible use
3. You must retain your bill of sale, receipt or other proof of purchase to receive warranty service.
4. No warranty extension will be granted for any replacement part(s) furnished to the purchaser in fulfillment of this warranty.
5. This warranty does not cover any third party use.

Return of Non-Defective Products

A non-defective product may be returned to CRYOCHAPS LTD within seven (14) days of the invoice date for a refund of the original purchase price with the following amendments/fees:

CRYOCHAPS LTD will refund neither the original shipping cost nor the shipping and handling fees incurred from the products return. If the original purchase was made under a “Free Shipping” promotion then a standard £11 fee will be deducted from any return in counter to that offer.

No refund will be granted for product which has been used, or tampered with in any way which jeopardized CRYOCHAPS LTD’s ability to remarket or resell the product.

CRYOCHAPS LTD maintains full discretion in decisions regarding a products fitness for return.
Any non-defective returns are subject to a 15% restocking fee, which percentage is taken from the final purchase price less any shipping or handling charges.

Quantity purchases of two sets or more are at the discretion of the seller as to the return and refund amount.

To return a defective product, please contact Cryochaps Ltd for a Returning Merchandise Authorization (RMA) number and follow the Return of Products instructions below. The RMA is valid for 30 days from date of issuance and goods must be received in that time line. Returns will not be accepted without an RMA or receipt of purchase.

Procedures for Obtaining Warranty Service

RMA (Returning Merchandise Authorization) Policy:

Should you have any problems with your product with in the warranty period, please follow these procedures to obtain the warranty service:
1. Please find your warranty (the order number from the transaction through which the warranted product was originally purchased) and contact CRYOCHAPS LTD Customer Service at 01296 711734 or info@cryochaps.co.uk.
2. Pack the product in its original box or a well-protected box. CRYOCHAPS LTD will not be responsible for shipping damage/loss of any product. It is very important that you write the RMA number clearly on the outside of the package. Ship the product with a copy of your bill of sale or other proof of purchase, your name, address, phone number, description of the problem(s), and the RMA number you have obtained to:

5 Wheathouse Copse
Great Horwood
Bucks
MK17 0QS