AUTOFRIGO Terms and Conditions of Purchase

1. DEFINITIONS

In these terms and conditions:
“Conditions” means these terms and conditions of purchase including Quality Requirements, Specifications and conditions noted on the Purchase Order and any agreed written variations;

“Goods” means the goods described in the Purchase Order;

“Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, knowhow, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.

“Loss” means any loss, liability, cost (including legal costs), expense, claims, suits, actions and damages (whether ordinary, special or consequential) incurred by the Purchaser including, but not limited to, rework, removal and reinstallation costs, field service costs and shipping relating to this Agreement;

“Purchaser” Auto Frigo specified on the Purchase Order;

“Purchase Order” means the Purchaser’s order overleaf or attached to these Conditions;

“Quality Requirements” means the quality requirements relating to the Goods or Services which have been supplied by the Purchaser to the Supplier;

“Services” means the services described in the Purchase Order;

“Specifications” means any technical or other specification relating to the Goods or Services which have been supplied by the Purchaser to the Supplier; and

“Supplier” means the person or body corporate that supplies the Goods or Services to the Purchaser.

2. PURCHASE ORDERS

2.1 Purchase Orders will be placed by the Purchaser with the Supplier from time to time. These Conditions shall apply to all Purchase Orders to the exclusion of any terms and conditions or any other materials which the Supplier may purport to apply or which are endorsed upon any correspondence or documents issued by the Supplier irrespective of their date of communication to the Purchaser.

2.2 The Purchase Order shall specify the quantities of the particular Goods or Services and delivery dates.

2.3 The Purchaser may, at any time, terminate a Purchase Order, in whole or in part, without cause, upon written notice to the Supplier. Following any such termination the Supplier shall, to the extent specified by the Purchaser, stop all work on the purchase order, and cause its suppliers and subcontractors to stop work. Charges for any such termination of the Purchase Order will be limited to actual non-recoverable costs incurred by the Supplier which the Supplier can demonstrate were properly incurred prior to the date of termination. In no event shall such reimbursement include anticipated profits for undelivered Goods or unperformed Services.

2.4 The Purchaser may, at any time, terminate a Purchase Order, in whole or in part and without penalty, upon written notice to the Supplier if the Supplier (i) fails to make delivery of the Goods or perform the Services within the time specified in the Purchase Order;
(ii) fails to replace defective Goods or Services in accordance with these Conditions; (iii) fails to perform any other term specified in these Conditions; or (iv) becomes insolvent, files or has filed against it a petition in bankruptcy, or makes an assignment for the benefit of creditors.

2.5 Acceptance of a Purchase Order by the Supplier constitutes acceptance of these Conditions.

3. SUPPLY

3.1 The Supplier agrees to supply the Goods to the Purchaser in accordance with any Purchase Order placed by the Purchaser from time to time and must ensure that the Goods or Services comply with the Quality Requirements and Specifications.

3.2 The Supplier will notify the Purchaser at least 90 days before ceasing production of any Goods to enable the Purchaser to analyse potential needs for and to place a final purchase order for the Goods.

4. PRICING

4.1 The price specified in the Purchase Order is firm, and is not subject to increase. The price is inclusive of all costs of packaging, delivery, duties and taxes payable in any country, and any other incidental charges. Unless otherwise expressly agreed in writing, all prices are F.O.B. destination collect in accordance with the Purchaser’s shipping instructions.

5. COST REDUCTION

5.1 The Supplier agrees to develop a cost reduction plan and must use its best endeavours to continuously explore and realise cost saving opportunities. The Supplier will review its cost reduction plan with the Purchaser on a bi-annual basis. All cost savings must be passed to the Purchaser immediately via a price reduction to the affected Goods or Services.

6. DELIVERY

6.1 The Goods must be received on the dates and at the destination specified in the Purchase Order. Time is of the essence. If the Supplier fails to meet any such delivery date, the Purchaser may, without limiting its other rights or remedies, cancel all or part of the Purchase Order. Title and risk in the Goods passes to the Purchaser on delivery.

6.2 Notwithstanding any prior inspections or payments, all Goods shall be subject to: (i) final inspection which may include measurement, testing or examination; and (ii) acceptance at the Purchaser’s facility within a reasonable time after the receipt of the Goods.

6.3 The Purchaser’s acceptance does not waive rights. If the Purchaser accepts any Goods, this does not extinguish any of the Purchaser’s rights if the Goods do not comply with these Conditions.

6.4 The Purchaser may reject any Goods which do not comply strictly with these Conditions. Once the Goods are rejected, the Purchaser may require: (i) the Supplier to refund any payment within 7 days; or (ii) replacement of the Goods within 24 hours at the Supplier’s cost. Title and risk in the rejected Goods immediately re-vests in the Supplier. The Supplier is liable for all Loss incurred by the Purchaser due to the rejection of the Goods. The Supplier must, at its cost, remove the rejected Goods any of the Purchaser’s intellectual property or any other distinguishing features such as name or logos.

7. PAYMENT

7.1 Payment for Goods or Services supplied by the Supplier to the Purchaser will be tendered 7days from receipt of invoice (rendered in accordance with clause 7.2) and acceptance of the Goods unless otherwise agreed to in writing between the Parties. Payment of the invoices does not constitute acceptance of the Goods and shall be subject to adjustment for errors, shortages or defects in the Goods, or any other failure of the Supplier to meet the requirements of the Purchase Order.

7.2 Invoices must contain the following information: purchase order number, item number, and description of Goods or Services, sizes, quantities, weight, unit prices, value added taxes payable and extended totals.

8. QUALITY

8.1 The Supplier shall have its manufacturing quality system certified to one of the international specifications nominated by the Purchaser by an independent and qualified third party.

8.2 The Purchaser may perform periodic quality audits and the Supplier shall cooperate as required in the inspection and testing of Goods, components, equipment and quality systems.

8.3 Without limiting any other remedies available to the Purchaser, the Supplier will be charged the Purchaser’s reasonable actual costs incurred as the result of the provision of defective Goods.

8.4 The Supplier may outsource elements of production to third parties, provided that the Supplier retains responsibility for the quality of the final Goods, the ability to trace the source of material and product numbers is maintained, and the Supplier obtains written approval from the Purchaser prior to outsourcing or substituting third party producers.

8.5 The Supplier must inform the Purchaser of any proposed changes to processes or materials as they relate to the Goods or Services and obtain written approval from the Purchaser to implement the proposed changes.

9. SPARE PARTS

9.1 The Supplier shall make spare parts available for 10 years after the last delivery date of any Goods.

10. MANAGEMENT REVIEWS

10.1 The Supplier agrees to meet with the Purchaser’s management on a periodic basis to review delivery performance, quality issues, and continuous improvement activities and cost reduction strategies.

11. PURCHASER'S PROPERTY

11.1 The Purchaser or its licensors own the Intellectual Property Rights and all other rights in all drawings, specifications, artwork, data, supplies, equipment, tooling, dies, moulds, designs, fixtures, patterns and any other materials provided by the Purchaser to the Supplier in connection with this agreement (“Purchaser Material”).

11.2 Where the Supplier develops a product that is supplied to the Purchaser under a Purchase Order:
(i) To the extent that the development of the product involves the creation of Intellectual Property Rights by the Supplier (“Developed Material”), the Supplier assigns unconditionally to the Purchaser the Developed Material upon its creation. The Supplier will do all things necessary to give effect to the assignment of Developed Material, including executing any documents which are reasonably required by the Purchaser to be executed; and
(ii) to the extent that the development of the product involves the use or modification of drawings, specifications, artwork, data, supplies, equipment, tooling, dies, moulds, designs, fixtures, patterns or any other materials owned by the Supplier or its licensors (“Supplier Material”), the Supplier grants the Purchaser a non-exclusive, royalty-free, irrevocable and perpetual licence (including the right to sub-license) to use the Supplier Material to the extent necessary for the Purchaser to operate, maintain, develop, repair or otherwise support the product.

11.3 The Purchaser grants the Supplier a limited non-exclusive, royalty-free, non-transferrable and non-sub licensable licence to use the Purchaser Material and the Developed Material only for the sole purpose of fulfilling a Purchase Order. The Supplier must not use the Purchaser Material or Developed Material for any other purpose without the Purchaser’s prior written approval. 11.4 Upon the termination or expiry of this agreement, the Supplier must:
(i) Immediately cease to use any of the Purchaser Material or Developed Material; and
(ii) at the Purchaser’s option, return to the Purchaser all records of the Purchaser Material or Developed Material in the Supplier’s possession or control, or destroy or permanently disable access to all records of the Purchaser Material or Developed Material in the Supplier’s possession or control.
If requested by the Purchaser, the Supplier agrees to provide a statutory declaration by its chief executive officer that the Supplier has complied with this clause 11.4.

11.5 The Supplier warrants that the Developed Material and Supplier Material, and the exercise of the Purchaser’s rights in respect of the Developed Material and Supplier Material under this agreement, do not infringe the Intellectual Property Rights of any person.

11.6 The Supplier indemnifies the Purchaser against all loss, damage, expense or liability arising out of or in connection with:
(i) Any breach of the warranty in clause 11.5; or
(ii) Any third party claims that the Developed Material or Supplier Material, or the exercise of the Purchaser’s rights in respect of the Developed Material or Supplier Material under this agreement, infringes their Intellectual Property Rights.

11.7 The Supplier further agrees not to use the Purchaser’s trademarks and trade names on any products except on the Products, including packaging, sold to Purchaser.

12. ETHICS

12.1 The Supplier shall comply in all aspects, and take reasonable steps to ensure compliance by its employees and subcontractors, with the Code of Ethics.

13. CONFIDENTIALITY

13.1 As part of the business relationship between Purchaser and Supplier, Supplier may learn or come into possession of information or data that constitutes trade secrets, know-how, confidential information or other data which are confidential information of Purchaser (“Confidential Information”). Confidential Information does not include information which is already in the public domain, except to the extent that the information is in the public domain by reason of a breach of this clause 13.2 Supplier must not disclose the Confidential Information to any person except:
(i) representatives of the Supplier requiring it for the purposes of this agreement, subject to the recipient agreeing to be bound by confidentiality obligations no less onerous than those in this clause 14.
Any act or omission by the recipient in respect of the Confidential Information will be deemed to be an act or omission by the Supplier;
(ii) With the consent of the Purchaser;
(iii) If the Supplier is required to do so by law or the lawful request of a stock exchange; or
(iv) If the Supplier is required to do so in connection with legal proceedings relating to this agreement or any other agreement between the parties.

14. WARRANTY & INDEMNITY

14.1 The Supplier warrants that the Goods: (i) are safe; (ii) are free from encumbrances, defect or fault; (iii) are of merchantable quality; (iv) include appropriate and correct warnings and instructions;
(vi) are fit for the purpose for which purchased; (v) comply with any representations, descriptions, samples or Specifications including quality, function, performance or designs; and (vi) include a Supplier’s warranty for a period of at least 12 months that passes to the consumer from the Purchaser without liability to the Purchaser.

14.2 The Supplier must defend, indemnify and hold the Purchaser, its affiliated companies, and their representatives, successors, and assigns harmless from and against any and all Loss arising directly or indirectly from or in connection with: (i) the acts, negligence, omissions or wilful misconduct of the Supplier; (ii) the Goods supplied; (iii) a breach of any of the Supplier’s warranties or any other term specified in these Conditions; (iv) a claim that any Goods supplied to the Purchaser infringe upon or misappropriate any patent, copyright, trademark, trade secret or other intellectual property interest of another; or (v) a claim of any lien, security interest or other encumbrance made by a third party.

15. MISCELLANEOUS

15.1 The Supplier may not assign or otherwise transfer its rights and obligations under these Conditions without the prior written consent of the Purchaser.

15.2 The laws of the territory in which the Goods are supplied or the Services performed will govern the Purchase Order.

15.3 The Supplier must obtain and maintain public liability insurance with a reputable insurer for at least US$10 million, and insure the Goods with a reputable insurer for their full replacement cost.

15.4 The Supplier is an independent contractor of the Purchaser.

15.5 These Conditions constitute the entire agreement between the parties as to its subject matter and supersedes any prior understanding or agreement between the parties.

15.6 If either party gives or is required to give a notice to the other party, it must be in writing and directed to the General Manager. The notice may be sent by registered post or facsimile.

15.7 The failure of a party to require performance of any obligation under these Conditions is not a waiver of that party’s right to insist on performance or, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver.

15.8 Each provision of these Conditions is severable. Severance does not affect any other provision.

15.9 No variation to these Conditions will be of any force or effect unless in writing signed by an authorised representative of each party.

AUTOFRIGO Terms and Conditions of Sale

Definitions and Interpretation

1.1 In these terms and conditions, unless the context otherwise requires:
(a) “AutoFrigo” means Iceman Auto Air Australia Pty Ltd Trading as AutoFrigo ACCS (Australia) Ltd;
(b) “Customer” means the Person named in the Sales Invoice;
(c)“order” or “purchase order” means any order for or any statement of intent to purchase any goods or services placed by the Customer with AutoFrigo; and
(d) “Sales Invoice” means the sales invoice issued by AutoFrigo to the Customer.

1.2 These terms and conditions:
(a) Replace all prior terms and conditions issued by AutoFrigo to the Customer;
(b) Take precedence over any terms set out in the Customer’s purchase order, credit application forms, to the extent of any inconsistency;
(c) Any special conditions specified on the Sales Invoice shall, to the extent they are inconsistent with these terms and conditions, take precedence over these terms and conditions; and
(d) The expression “Person” includes an individual, a body politic, a corporation, an association (incorporated or unincorporated), a statutory authority or any other authority or persons identified as the Customer.

Orders

Once an order has been accepted by AutoFrigo, it cannot be cancelled by the Customer. The supply of goods or services is subject to availability. AutoFrigo reserves the right to suspend or discontinue the supply of goods or services to the Customer without penalty. If AutoFrigo is unable to supply all of the Customer’s order, these terms and conditions continue to apply to any part of the order supplied.

Pricing

3.1 Where a written quotation has been given by AutoFrigo, the selling price is the price specified in the quotation. In any other case, the price for goods supplied will be AutoFrigo’s list price ruling at the date of shipping and the charge for services supplied will be at AutoFrigo’s prevailing rates at the time of supply. Prices are subject to change without notice and are not binding on AutoFrigo.

3.2 In cases where AutoFrigo intends to progress-bill the Customer for the supply of goods or services, AutoFrigo will do so on a percentage (%) of completion of works basis and specify the billing schedule in its written quotation. A separate Sales Invoice will be
raised for each progress payment in accordance with the billing schedule.

3.3 All prices are expressed net of any applicable goods and services tax or value added tax, freight charges, and customs duty that shall be added to the amount to be paid by the Customer unless otherwise specified.

3.4 AutoFrigo will not be bound by any condition attaching to the Customer’s purchase order or acceptance of a sale unless AutoFrigo in writing expressly accepts such conditions.

3.5 A quotation is not to be constructed as an obligation to sell but merely an invitation to treat and no contractual relationship will arise until AutoFrigo has accepted in writing the Customer’s purchase order.

Payment

4.1 The Customer must make immediate payment upon receipt of the Sales Invoice. If the Customer has an approved credit account with AutoFrigo, payment by the Customer for goods and services supplied must be paid for within 30 calendar days from the date of the Sales Invoice unless otherwise agreed in writing. Time is of the essence in respect of the Customer’s obligation to make payment for goods or services supplied by AutoFrigo to the Customer.

4.2 If any part of a Sales Invoice is in dispute, the balance will remain payable and must be paid when due. The Customer has no right to set-off any claim against AutoFrigo from moneys owing to AutoFrigo.

Delivery

5.1 If requested by the Customer, and agreed by AutoFrigo will deliver the goods to an address specified by the Customer. In such cases:
(a) The Customer will pay all charges associated with the delivery
of the goods;
(b) The Customer, or a representative of the Customer, must be present at the agreed place and time for delivery and must sign the delivery docket as acknowledgement that the goods and quantities described on the delivery docket have been delivered and comply with the Customer’s purchase order;
(c) If the Customer or a representative of the Customer is not present, AutoFrigo may unload the goods at the agreed place for delivery, in which case, AutoFrigo is no longer
responsible in any way for the goods;
(d) AutoFrigo’s responsibility for delivery ceases at the delivery dock of the delivery address at which point title (subject to clause 11(f)) and risk in the goods will pass to the Customer. The Customer is responsible for:
(i) Providing safe and adequate access to and from the
delivery dock;
(ii) The loading or unloading of goods, and will pay for all damage and injury to any person and to any public or private property which may result.

5.2 If Customer nominates their own vessel or vehicle to deliver the goods to the Customer then risk will pass when the goods are loaded onto the Customer’s nominated vessel or vehicle and Customer shall be responsible for arranging the insurance of the goods. Where Customer has nominated its own vessel or vehicle for delivery AutoFrigo will not be liable to Customer for any loss in the event of any failure in delivery or to arrange insurance.

5.3 AutoFrigo reserves the right to deliver in instalments and all such instalments, where separately invoiced, must be paid for without regard to the delivery of subsequent instalments. A part delivery of an order will not invalidate the balance of the order.

5.4 While AutoFrigo will use all reasonable endeavours to meet agreed delivery dates, AutoFrigo shall not be liable to Customer for any direct, indirect or consequential loss or damage whatsoever should it be delayed or prevented from delivering goods, supplying services, or otherwise performing any of its contractual obligations due to any cause or circumstances beyond AutoFrigo’s reasonable control. Time is not of the essence in relation to delivery.

5.5 Subject to clause 5.4, delivery dates must not be varied once they have been agreed, without AutoFrigo’s prior written approval. Should AutoFrigo agree to postpone delivery, the goods in question will be stored at the Customer’s risk and AutoFrigo reserves the right to impose a weekly storage charge. Where delivery is postponed for more than 3 months, AutoFrigo may increase any fixed contract prices to reflect AutoFrigo’s then current list price.

5.6 AutoFrigo may at its discretion sell any goods still in its possession 3 months after the mutually agreed deferred delivery date and seek damages for any loss incurred by AHI-Carrier as a result of the deferment in the delivery date.

Installation

AutoFrigo’s Sale Invoice is made on a supply-only basis. Installation and commissioning (if any) is at the expense of the Customer unless otherwise specified in writing by AutoFrigo.

Dimensions, Performance Data and Other Descriptive Details

7.1 Photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a quotation, the descriptive literature or a catalogue may be subject to alteration without notice.

7.2 AutoFrigo reserves the right to make changes in the construction and/or design of goods and not withstanding any such changes the Customer shall accept in performance of any order of AutoFrigo’s current corresponding standard models.

Claims and Returns

8.1 All complaints, requests for return of goods, claims, or notification of lost, incomplete, damaged, defective or non-compliant goods must be submitted by the Customer to AutoFrigo in writing within 2 days of the date of delivery of the goods. Otherwise, the Customer shall be deemed to have accepted the goods and shall not refuse to pay for the goods on the basis that they were lost, incomplete, damaged, defective or do not comply with the Customer’s purchase order.

8.2 While AutoFrigo will use all reasonable endeavours to deliver goods as specified in the Purchase Order, Customer acknowledges and agrees that it is the Customer’s sole responsibility to ensure that goods delivered align with the Purchase Order. AutoFrigo is not liable to Customer or any end user for any goods purchased and or subsequently installed that are different to that specified in original Purchase Order.

8.3 AutoFrigo will not accept the return of goods unless the following conditions are satisfied:
(a) AutoFrigo’s written approval has first been obtained, which will include the issue of a return authorisation number (RNA);
(b)the goods are returned within 7 days of the issue of the authorisation number under clause 8.2(a);
(c) a copy of the relevant invoice is enclosed with the returned goods;
(d) The goods are returned in merchantable quality (as determined solely by AutoFrigo) with the original packaging and without damage or marks to the original packaging;
(e) The Customer pays shipping costs for the return of goods to a warehouse or other premises nominated by AutoFrigo and
(f) The Customer pays to AutoFrigo a handling charge equal to 15% of the price paid for the goods. Unauthorised returns will not be accepted. The Customer will be responsible for all damage incurred during return shipment. The Customer shall not deduct the amount or any anticipated credit from any payment due to AutoFrigo.

Warranty

9.1 Certain legislation may imply warranties, terms or conditions that cannot be excluded, restricted or modified. If those statutory provisions apply, to the extent to which AutoFrigo is entitled to do so, its liability is limited at its option to:
(a) In the case of goods:
i). replacement of the goods or the supply of equivalent goods;
ii). payment of the cost of replacing the goods or of acquiring equivalent goods, by credit to the Customer’s account, in cash or by cheque at AutoFrigo’s discretion; or
iii). repayment of any part of the purchase price of the goods which has been paid by the Customer, by credit to the Customer’s account, in cash or by cheque at AutoFrigo’s discretion.
(b) In the case of services by supplying the services again.

9.2 Subject to clause 9.1, all goods supplied by AutoFrigo are covered by a written “Express Warranty” supplied with the goods when sold to the Customer. To the extent permitted by law, the Express Warranty is in substitution for all other terms, conditions, warranties and representations, express or implied by statute or otherwise.

9.3 The Customer expressly acknowledges and agrees that it has not relied upon and AutoFrigo is not liable for any advice given by AutoFrigo, its agents or employees in relation to the suitability for any purpose of goods or materials supplied by AutoFrigo.

Liability

Subject to clause 9, AutoFrigo is not liable for any injury, damage or loss of any kind whatsoever and howsoever arising out of or in connection with the supply of goods and services including loss of profit, loss of revenue, loss of contract, loss of goodwill or increased cost of workings, nor shall AutoFrigo be under any liability whether in contract, tort or otherwise for any injury, damage, or loss whether consequential, special, indirect or otherwise arising out of or in connection with the supply of goods or services, even if due to the negligence of AutoFrigo or any of its employees or agents.

Termination, Repossession of Goods & Recovery of Debt

If the Customer does not make any payment by the due date, exceeds its credit limit at any time, commits any other material breach of these terms and conditions or an insolvency event in respect of the Customer arises or is reasonably suspected by AutoFrigo (“Default Event”), AutoFrigo may (without limiting any other right or claim it may have against the Customer) do any or all of the following:
(a) charge the Customer interest calculated on a daily basis on any portion of the Customer’s account that is overdue at the reference rate for business loans available to commercial customers from the financial institution that AutoFrigo banks with plus 5% calculated from the date the payment was due until the date payment is made (both dates inclusive);
(b) Vary or withdraw any approved credit limit and/or terms of trade;
(c) cancel or suspend any unfilled orders or cease providing the services;
(d) Terminate any contracts between AutoFrigo and the Customer and demand immediate payment of any monies due and outstanding under those contracts;
(e) Cancel any rebate, discount or allowance due or payable by AutoFrigo as at the date of the Default Event;
(f) Enter (at any time) any premises in which AutoFrigo’s goods are stored, to enable AutoFrigo to reclaim possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer or any Receiver Manager or Administrator appointed over all or any part of its assets.
For the avoidance of doubt, title in the goods immediately re-vest in AutoFrigo upon AutoFrigo asserting its right of entry under this clause 11(f);
(g) lodge a non-lapsing caveat or other similar instrument over any land or personal property of the Customer and the Customer hereby charges in favour of AutoFrigo all beneficial interest (freehold and leasehold) in land and personal property held now or in the future by the Customer with the payment of any monies owed to AutoFrigo.
Furthermore, the Customer hereby irrevocably appoints all and any of AutoFrigo’s company secretary and credit manager or a Solicitor engaged by AutoFrigo as AutoFrigo’s lawful attorney for the purposes of doing all such acts and things and executing all such
documents necessary to enable AutoFrigo to register a non-lapsing caveat or other similar instrument over any such freehold or leasehold property and for such purposes a declaration of default duly executed for and on behalf of AutoFrigo by such persons shall be deemed sufficient evidence of such default; or
(h) Institute any recovery process as AutoFrigo in its discretion decides at the Customer’s cost and expense.

Alteration to Terms and Conditions:

AutoFrigo may amend or vary these terms and conditions at any time by written notice to the Customer’s place of business or by posting an amended copy on AutoFrigo’s website at http://www.autofrigo.com.au and that the Customer will be bound by any such amendments.

Governing Law

These terms and conditions and any contract including them shall be governed by the laws of the state and country in which the goods or services are supplied. The parties irrevocably submit to the jurisdiction of the appropriate court convenient to AutoFrigo in respect of any claims, proceedings and matters arising out of or in respect of these terms and conditions.

General

14.1 All clerical errors are subject to corrections and shall not bind AutoFrigo.
14.2 The invalidity or unenforceability of any provision of these terms and conditions shall not affect the validity or enforceability of the remaining provisions.
14.3 AutoFrigo’s failure to enforce, at any time or any period of time, any term of any contract incorporating these terms and conditions shall not constitute waiver of such term and shall in no way affect its right to enforce it.
14.4 Headings are included for ease of reference and do not form parts of or affect the interpretation of these Terms & Conditions of Sale.
14.5 These terms and conditions bind AutoFrigo, the Customer and their respective successors and assigns.