Terms and conditions

Standard terms and conditions f CA Manufacturing Sp zoo for supply of whole body cryotherapy equipment

Definitions

In this document the following words shall have the following meanings:

"Agreement" means these Terms and Conditions together with the terms of the Specification Document;
"Customer" means the organisation as listed as the Customer Name on the Purchase Order form
"Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, knowhow and all other forms of intellectual property wherever in the world enforceable;
"Specification Document" means the acceptance document describing the goods and services to be provided by the Supplier;
"Supplier" means CA Manufacturing Sp z o.o., whose registered seat is at Przedwiośnie 5a, 51-211 Wrocław NIP 8943158894 REGON 387085835 KRS 861173

General

These Terms and Conditions shall apply to the Specification Document.
The Supplier shall use all reasonable endeavours to supply the goods and complete the services described in the Specification Document within the estimated time frames referred to in the Specification Document but time shall not be of the essence in the supply of the goods and the performance of any services.

Price and payment

The price for the supply of goods and services are as set out in the Specification Document. The Supplier shall invoice the Customer in accordance with the following schedule: 50% upon signature on the amended specification document, 40% no less than 30 days prior the delivery, iii) 10% - on commissioning of the unit
Invoiced amounts shall be due and payable within 14 days of issue of a VAT invoice for each payment instalment. The Supplier shall be entitled to charge interest on overdue amounts from the date when payment becomes due from day to day until the date of payment at a rate of 4% per annum above the base rate of the Bank of England. In the event that the Customer’s procedures require that an invoice be submitted against a purchase order to payment, the Customer shall be responsible for issuing such purchase order before the goods and services are supplied.
The Supplier reserves the right to withdraw the use and operation of the cryotherapy chamber in the event of non-payment of overdue amounts.

Specification of the goods

The Supplier warrants that the goods shall conform to the specification in the Specification Document and applicable law. For the avoidance of doubt no description, specification or illustration contained in any product pamphlet or other sales or marketing literature of the Supplier and no representation written or oral, correspondence or statement shall form part of the contract.

5 Delivery

The date of delivery specified by the Supplier is an estimate only. Time for delivery shall not be of the essence of the contract and, without prejudice to the Customer’s other rights and remedies, the Supplier shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any reasonable delay in the delivery of the goods.
.All risk in the goods shall pass to the Customer upon completion of the installation and commissioning of the goods at the Customer’s installation location to the reasonable satisfaction of the Customer.

5.3.The Customer shall inspect the goods upon completion of installation and commissioning by the Supplier. If the Customer, in its reasonable opinion, considers any of the goods not to conform with the Specification Document or this Agreement on such hand-over inspection, the Customer shall notify the Supplier and the Supplier shall promptly at its own cost repair, remedy, correct or replace the goods (as required) as soon as reasonably practicable thereafter.

Title

Title in the Goods shall not pass to the Customer until the Supplier has been paid in full for the Goods.

Customer`s obligations

To enable the Supplier to perform its obligations under this Agreement the Customer shall:
co-operate with the Supplier;
provide the Supplier with any information reasonably required by the Supplier;
obtain all necessary permissions and consents which may be required before the commencement of the services; and
comply with such other requirements as may be set out in the Specification Document or otherwise agreed between the parties.
ensure that all required works necessary to install and implement the goods (as detailed in section entitled “Actions required by Customer prior to installation” are completed and available prior to the commencement of the installation.
The Customer shall be liable to compensate the Supplier for any and all reasonable expenses incurred by the Supplier as a result of the Customer’s failure to comply with Clause 7.1.
In the event that the Customer shall omit or commit anything which prevents or delays the Supplier from undertaking or complying with any of its obligations under this Agreement, then the Supplier shall notify the Customer as soon as possible and:
the Supplier shall have no liability in respect of any resulting delay to the completion of any project;
if applicable, the timetable for the project will be modified accordingly;
the Supplier shall notify the Customer at the same time if it intends to make any claim for additional expenses it has incurred as a consequence of the Customer’s act or omission.

Alterations to the specification document

The Customer may at any time request alterations to the Specification Document by notice in writing to the Supplier. On receipt of the request for alterations the Supplier shall, within 5 working days or such other period as may be agreed between the parties, advise the Customer by notice in writing of the effect of such alterations, if any, on the price and any other terms already agreed between the parties.
Where the Supplier gives written notice to the Customer agreeing to perform any alterations on terms different to those already agreed between the parties, the Customer shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise the Supplier by notice in writing whether or not it wishes the alterations to proceed.
Where the Supplier gives written notice to the Customer agreeing to perform alterations on terms different to those already agreed between the parties, and the Customer confirms in writing that it wishes the alterations to proceed on those terms, the Specification Document shall be amended to reflect such alterations and thereafter the Supplier shall perform this Agreement upon the basis of such amended terms.

Warranty

The Supplier warrants that as from the date of completion of the installation and commissioning of the goods for a period of 24 months, the goods and all their component parts, where applicable, are free from any defects in design, workmanship, construction or materials. In the event that the Customer notifies the Supplier of any such defects in design, workmanship, construction or materials within such 24-month period, the Supplier shall promptly at its own cost repair, remedy or correct the goods (as required) as soon as reasonably practicable thereafter.
The Supplier warrants that the goods, and all their component parts, do not infringe any Intellectual Property Rights of a third party and the Supplier shall indemnify the Customer against any claims brought against the Customer by a third party alleging that the Customer’s use of any goods and/or services provided by the Supplier in accordance with the Specification Document infringes the Intellectual Property Rights of that party.
The Supplier warrants that, with effect from the date that title to the goods passes to the Customer pursuant to this Agreement, the goods are free from any third-party lien, charge, claim, title, interest or other encumbrance. accordance with applicable law and of a quality conforming to generally accepted industry standards and practices.
The Supplier warrants that the installation and commissioning works and other services performed under this Agreement shall be performed using reasonable skill and care, in
Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the goods and services to be provided by the Supplier.
The Supplier offers to extend the warranty at Clause 9.1 to a period of 60 months from the date of completion of the installation and commissioning of the goods if the Customer takes out a service contract with the Supplier. Details are available on request.

Access to Customer’s Property

The Supplier shall comply with all policies, procedures and directions of the Customer in respect of the Supplier’s access to the Customer’s facility (including, without limitation, with respect to security, accreditation of personnel and health & safety) and, in particular, shall not cause any damage to the Customer’s facility aside from agreed construction works as specified in this Specification Document and shall not intrude on the privacy of any players present at the Customer’s facility.

Limitation of liability

In no event shall either party be liable to the other party for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the party in default had been made aware of the possibility of the other party incurring such a loss.
Except in respect of death or personal injury due to negligence for which no limit applies, the

entire liability of the Supplier to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the price paid by the Customer to which the claim relates.

Cancellation

Should the Customer cancel the order placed with the Supplier then, without prejudice to the Customer’s rights and remedies, the following action shall be taken

Cancellation within 30 days from placing order – Supplier to refund 50% of full contract value or monies paid to date.
Cancellation 45 days prior to departure from Manufacturer - Supplier to refund 25% of full contract value or monies paid to date.
Cancellation 14 days prior to or after departure from Manufacturer - Supplier to refund 0% of full contract value or monies paid to date..

Termination

Either party may terminate this Agreement forthwith by notice in writing to the other if:

the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
the other party commits a material breach of this Agreement which cannot be remedied under any circumstances.
the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
the other party ceases to carry on its business or substantially the whole of its business;
the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets; or13.6 the other party is prevented or delayed from performing its obligations under this Agreement for more than 30 calendar days due to acts, events, omissions or accidents which are beyond the reasonable control of that party.

Intellectual property rights

All Intellectual Property Rights in the goods remains the absolute property of the Supplier.
Nothing in this Agreement grants the Supplier any right to use any Intellectual Property Rights belonging to the Customer.

Force majeure

Neither party shall 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, pandemic, declared emergency situation war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

Independent contractors

The Supplier and the Customer are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other. The Supplier may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Customer and such engagement shall not relieve the Supplier of its obligations under this Agreement or the Specification Document.

Severability

If any provision of this Agreement 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 herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

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.

Notices

Any notice to be given by either party to the other may be served by email, personal service or by post to the address of the other party given in the Specification Document or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

Entire agreement

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings, or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

No third parties

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the law of Poland and the parties hereby submit to the exclusive jurisdiction of the Polish courts.

CA Manufacturing Sp z o.o.

Aleja San Francisco 2, 55-020 Rzeplin

NIP 8943158894 REGON 387085835 KRS 861173