Terms and Conditions

1. Terms and Conditions of Trading
1.1 These are reproduced below, and shall apply to all products and services supplied by Catalina Spas Ltd.
2. Definitions
Except where the context otherwise requires, the following expressions shall have the meaning shown against them:
'Company' Catalina Spas Ltd.
'Conditions' these Terms and conditions of Trading.
'Contract' an agreement between the Company and the Customer for the supply of Goods or Services.
'Customer' either the purchaser or end user of the Goods or Services.
'Delivery' includes 'procure to be delivered' and 'delivery' shall be construed accordingly.
'Goods' any Goods, equipment or other thing supplied (including where appropriate any part or component thereof) by the Company to the Customer.
'Services' any service provided by the Company at the Customer’s request.
'Special Order’ any order for Goods which do not form part of the current standard range of Goods being offered by the Company at the date of the order or which are customised at the request of the Customer.
'Prices' all prices are suggested retail and are quoted ex-works, and will be subject to delivery and VAT.
'Writing' includes any communication effected by letter, telex, cable, facsimile, electronic mail or other comparable means of communication.
3. Application
3.1 Any supply of Goods or Services by the Company shall be subject to these Conditions.
3.2 No term or condition of the Customer's standard terms of trading contained or referred to in the Customer's order, acceptance or otherwise shall form part of any Contract and no such term or condition shall modify or amend these Conditions or any Contract.
3.3 No change to any Contract or any change to or waiver of these Conditions shall have any legal effect, unless agreed to in writing by a Director of the Company, provided the Company may amend these Conditions by notice in writing with regard to Contracts entered into after such notice.
3.4 The headings in these Conditions are for convenience only and shall not affect its interpretation.
4. Orders, Quotations and Cancellation of Contract
4.1 The Customer's order for Goods shall be made or confirmed by the Customer in writing but a Contract shall not be made until an order is accepted by the Company. The Company may communicate its acceptance to the Customer either in writing or by despatching (or procuring the despatch of) the Goods.
4.2 (a) Any offer by the Company to sell Goods to the Customer shall be made in a written quotation. Any quotation made by the Company is given on condition a Contract shall not be formed until the Company has received the Customer's written acceptance thereof.
(b) The Company may amend or withdraw a quotation at any time before it has received the Customer's acceptance.
4.3 The Customer may not return any Goods supplied in accordance with the Contract after the Contract has been made. The Company may, at its absolute discretion and following the Customer's prior written request, agree to the cancellation of an order and / or to the return of any Goods and it shall be a condition of the company exercising its discretion which:
(a) The Goods to be returned form part of the Company's normal stock holding.
(b) The Customer shall pay the Company a sum equal to the greater of 20% of the price of the Goods or £20 for each item comprising the Goods;
(c) Any Goods returned are in their original condition:
(d) The Customer shall, in addition, be liable for the costs of delivery or re-delivery.
5. Prices
5.1 Unless otherwise agreed in writing, all prices are ex-warehouse and exclude the cost of delivery.
5.2 Except where any quotation by the Company provides the price for Goods shall be fixed for a given period, the price for the Goods shall be the price prevailing when they are despatched.
5.3 The Company reserves the right to make additional charges when there is any delay in being supplied with delivery instructions or if prior to delivery the company incurs any additional costs.
5.4 Unless otherwise stated in writing the price for Goods is exclusive of VAT and all other taxes, fees, dues, duties or other assessments or charges. Terms and Conditions of Trading February 2012.
6. Delivery and Risk
6.1 Unless otherwise agreed, delivery of the Goods shall be at the Customer's premises at the address stated on the invoice.
6.2 Time of delivery shall not be of the essence of any Contract. The Customer shall allow a reasonable time for the Company to deliver the Goods and the Company will use its reasonable endeavours to meet any stated delivery dates but accepts no liability whatsoever for any failure to do so.
6.3 If the Customer fails to take delivery of any Goods in accordance with a Contract then the Company, at its option, shall:
(a) Arrange for storage at the Customer's risk and cost (including the costs of transportation).
(b) At any time after the due date for delivery, terminate the Contract in accordance with clause 13.1.
6.4 Where delivery is made by instalments, if the Company fails to make delivery or makes defective delivery of any instalment, then such failure or defective delivery shall not affect the obligations of the Company and of the Customer as to the remaining instalments.
6.5 Except where risk in Goods would pass earlier in accordance with clause 6.3 or 6.6, risk in the goods shall pass from the Company to the Customer upon delivery.
6.6 Where the Company is unable to deliver Goods in accordance with the Contract for any reason other than the Company's default, the Company may either in its own name or as agent for the Customer, arrange for storage of the Goods. The Company shall be considered to have fulfilled the Contract immediately upon delivery being made to the place of storage and risk and all charges for storage and ultimate delivery shall be borne by the Customer.
7. Collection and Risk
7.1 Where the customer arranges collection of goods from the company’s premises prior to collection the goods shall be inspected by the customer and any damage or failure of the goods should notify the company immediately. If the customer does not inspect the goods the customer shall have accepted that the goods were loaded and collected in a pristine and merchantable condition.
7.2 After collection the company will not accept liability for loss or damage to goods in transit when the carrier has been arranged and contracted by the customer.
8. Claims
8.1 The Customer shall inspect the Goods immediately upon delivery.
8.2 (a) The Customer shall give written notice to the Company and any carrier with 24 hours of delivery, of any failure of the Goods to comply with the Contract.
(b) Where the Customer has not received any Goods despatched by the Company, it shall give written notice to the Company within 14 days of having been notified of despatch.
8.3 Provided the Customer complies with clause 8.2, the Company will replace all Goods which have not been delivered.
9. Retention of Title
9.1 Notwithstanding delivery and the passing of risk, the Company shall remain the sole legal and beneficial owner of goods which it supplies to the Customer pursuant to any contract until:
(a) The Customer has paid for those goods in full, and also,
(b) The Customer has paid in full for all other goods supplied to the Customer by the Company, but not yet paid for in accordance with the Company’s payment terms.
9.2 Notwithstanding any purported appropriation to the contrary, the Company shall be entitled to appropriate any payment or payments for Goods made by the Customer to the Company to such Goods and accounts as it shall deem fit.
9.3 The Customer shall insure all the Company's Goods to their full value against all risks and shall procure that a note of the Company's interest therein is endorsed on the certificate of insurance. The Customer shall indemnify the Company in respect of the loss or destruction of the Company's Goods or damage to them, and shall hold any insurance monies paid in respect of them in trust for the Company and account for such monies forthwith to the Company.
9.4 The Customer shall hold all the Company's Goods in a fiduciary capacity on behalf of the Company, shall keep them separate from goods which are its own property or the property of any third party; and shall store and label them in a manner which enables them readily to be identified as the property of the Company.
9.5 In the event that the Customer is supplied goods by a third party which are identical to Goods supplied hereunder then the Customer shall be obliged to sell the goods supplied by such third party before selling any identical Goods supplied hereunder.
9.6 In order to identify and recover Goods the Company or its representative are entitled to assume unless the contrary is shown to their satisfaction that the Customer has acted in accordance with the provisions of clause 8.5.
9.7 The Customer shall return all the Goods to the Company immediately on the Company's request. The Customer's rights of possession over the Goods may be revoked at any time by notice from the Company, and shall cease automatically and forthwith on the occurrence of any circumstance which would entitle an administrator or administrative receiver to take possession of any of the Customer's assets or would entitle any person to present a petition for the winding-up or bankruptcy of the Customer in or in connection with any such sale.
9.8 The Customer shall upon notice in writing from the Company, fully and effectively assign to the Company all rights which it may have against any customer or customers of the Customer in relation to a sale or sales of the Goods. Such an assignment shall be deemed to take place automatically and forthwith on the occurrence of any circumstance which would entitle an administrator or administrative receiver to take possession of any of the Customer's assets or entitle any person to present a petition for winding-up or the bankruptcy of the Customer.
9.9 The Customer grants to the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
10. Guarantee, Warranties and Limitation of Liability
10.1 All products offered for sale by the Company are in their opinion, suitable for the purpose for which they are supplied and are covered by the original manufacturer's guarantee, which is fully supported by the Company and does not limit the Customer’s statutory rights in law.
10.2 The guarantee in clause 10.1 is made subject to the following Conditions:
(a) The Goods must not have been neglected, modified, repaired by anyone other than the Company or its agents or otherwise improperly used in any manner whatsoever.
(b) The Goods must be installed by suitably qualified personnel in accordance with the company's or manufacturer's installation instructions.
(c) The Goods must have been properly maintained and serviced by suitably qualified personnel as recommended by the Company or manufacturer and only parts produced by the manufacturer of the Goods have been fitted to the Goods.
(d) The guarantee does not apply to pipework or to equipment not supplied by the Company.
(e) Any equipment, part or component repaired or replaced under this guarantee will be covered for the balance period of the original guarantee.
(f) Any defect shall be notified to the Company in writing as soon as possible after it becomes apparent ;and
(g) The Goods must have been paid for in full.
(h) The customer has completed and returned to the company either the warranty card or the on line warranty form found at www.catalinaspas.co.uk within 15 days of purchase.
10.3 The guarantee may be transferred to a subsequent purchaser only with the prior written agreement of the Company.
10.4 The company reserves the right from time to time to contact the customer or end user who have freely provided their information with details of any services or updated information that the company feels will be of benefit to the customer or end user.
10.5 The guarantee does not cover any costs incidental to the replacement or repair of the Goods, including without limitation the cost to the Customer of returning Goods to the Company, the delivery to the Customer and installation of replacement Goods, or in relation to any pipework.
10.6 Except as provided in these Conditions all warranties, Conditions (except as to the Company's title to sell Goods) and statements, express or implied, statutory or otherwise or contained in any literature concerning the Goods, are excluded.
10.7 Except as provided in this clause 10 the Company shall not be liable for any loss or damage whatsoever, whether in contract, (including negligence) or otherwise and including, without limitation, loss or damage caused by or arising out of any failure or any defect in the Goods, or for any loss or damage caused by or arising out of the use of the Goods.
10.8 The Company, its directors or employees shall not in any event be liable or responsible for any indirect, incidental or consequential loss or damage including loss of use, revenue, goodwill, or profit, loss or damage to property, however caused.
10.9 The limitations and exclusions contained in clauses 10.6 and 10.7 shall not apply to:
(a) Death and / or personal injury caused by negligence and / or
(b) Damage caused by any defect in the Goods (and 'damage' and 'defect' shall have the same meaning as in the Consumer Protection Act 1987).
11. Accounts
11.1 Account terms are available subject to status.
11.2 Representation of cheques will be charged at £20 per presentation.
11.3 Purchases using a Credit Card will attract a 3% surcharge.
12. Payment
12.1 Subject to any special terms agreed in writing between the company and the customer, payment for the goods shall be made in cash nett or cleared funds with order, and delivery shall not be made until payment has been received in full by the company.
12.2 Any grant of credit must be agreed in advance in writing by an authorised representative of the company. Full payment is then due 30 days after the date of delivery.
12.3 All sums not paid by the due date will become liable for interest charged at 8% above the Bank of England base rate until paid in full.
12.4 Timely payment shall be of the essence of the Contract and in the event of any failure or delay by the Customer to pay for Goods, the Company shall have the rights set out in clause 13.
12.5 Payment for Goods is immediately due and payable upon commencement of any event referred to in clause 13.
12.6 The Company shall have a right of set-off and the Customer hereby authorises the Company to apply any money owed by it to the Customer against any monies which may be due from the Customer to the Company.
12.7 For Special Orders, the order must be accompanied by a payment of 50% of the price of the Goods ordered plus VAT. The balance of 50% is due for payment immediately on notification by the Company that the Goods are ready for delivery.
12.8 All service and warranty works must be paid prior to undertaking the works at the rate as described on the warranty agreement originally supplied with the product.
13. Force Majeure
Except with respect to the payment of money, neither party shall be liable for failure to perform its obligations under these Conditions if such failure results from circumstances beyond such party’s reasonable control.
14. Termination
14.1 If any payment or instalment falls due and is not paid in full within 7 days, the Company may without prejudice to any other rights, suspend performance of any of its obligations under