Special attention is drawn to the Warranty.
The following words shall have the following meanings in these Conditions.
(a) The "Buyer" is the shall mean
a firm or a company, business, trust or any other entity of public or private
nature but never a person, a private individual, citizen, nor civilian.
(b) The "Conditions" shall mean the terms and conditions set out
(c) The "Contract" is the agreement (as referred to in clause 2) to
supply particular Goods.
(d) The "Goods" are the goods sold by the Seller to the Buyer.
(e) The "Seller" is The Fridge Service Company London
(f) "Warranty" shall mean the warranty to be given to the Buyer
pursuant to clause 14.
(g) In "Writing" is any memorandum or letter signed on behalf of the Seller by a duly authorised representative. In the case of a letter sent
to the Buyer the Seller shall be entitled to assume that its terms are agreed
unless notified to the contrary in writing within 7 days.
(a) The Goods are sold subject to the Conditions which shall supersede all
other terms and conditions, representations or undertakings made by the Buyer
or the Seller or otherwise and nothing said or written during the course of
negotiations between the Buyer and Seller shall have contractual or other legal
effect unless agreed in accordance with the Conditions.
(b) The Contract shall not be varied unless the Seller expressly agrees the
variation in Writing or the Conditions expressly provide otherwise.
(c) The giving of any delivery instructions, the acceptance of or payment for
the Goods or any conduct in confirmation of the transaction hereby
contemplated shall constitute unqualified acceptance by the Buyer of the
d) The buyer can only cancel the contract with written consent of the seller.
Cancellation charges may be imposed.
Unless otherwise agreed in writing the price of the Goods shall be calculated
in accordance with the Seller's price list in force at the date of delivery
of the Goods.
(a) The place of and the date of delivery shall be as agreed between the
Buyer and the Seller. However, the date for delivery is the Seller's best
estimate based on present information and subject to sub-clause
(b) below the Seller shall not be liable for delay in delivery in any
circumstances whatsoever (even if caused by the negligence of the Seller its
servants or agents) nor for any loss, damage or expense which the Buyer may
suffer by reason of such delay. Any costs for non-delivery will be the buyers
(b) If the date of delivery is important to the Buyer the Seller is prepared
to provide a definite date of delivery provided that the date and a limit on
the Seller's liability under this sub-clause have both been agreed in Writing
as a variation to the Contract.
RISK IN THE GOODS
(a) The risk in the Goods shall pass to the Buyer on the sooner of the Buyer
paying the price in full or the Buyer taking delivery of the Goods or the
Seller notifying the Buyer that the Goods are ready for delivery and the
Buyer having failed to take delivery of the Goods within 7 days thereafter
for whatever reason.
(b) Without limitation after risk has passed to the Buyer if the Goods or any
item thereof are lost, damaged or destroyed from any cause whatsoever
(including the negligence of the Seller, its servants or agents) whether or
not the Goods are still in the possession of the Seller then the Buyer shall
remain liable to pay the price of the Goods in full and if the Seller repairs
the Goods the Buyer shall pay the reasonable cost of repairing the Goods.
TITLE TO THE GOODS
(a) Property in the Goods shall not pass to the Buyer until the Buyer has
paid to the Seller the whole of the price of the Goods in full and any other
payments due from the Buyer.
(b) Until the payments referred to in sub-clause (a) above have been made in
full the Buyer shall hold the Goods as fiduciary agent for the Seller and
shall mark the Goods with an indication that they remain the Seller's
property, and they shall be kept separate and identifiable from any other products
in the Buyer's possession and shall be returned to the Seller upon request
and all the incidence associated with a fiduciary relationship shall apply.
(c) Without prejudice to any of the Seller's other remedies the Seller shall
have the right with or without prior notice at any time to retake possession
of the whole or any part of the Goods (and for that purpose shall be granted
an irrevocable licence to go upon any premises occupied by the Buyer or which
the Buyer is entitled access to) and to dismantle the Goods or detach the
Goods from any items in which they may have been incorporated.
(d) The Buyer shall indemnify the Seller against all costs and liabilities
which the Seller incurs in retaking possession of the Goods (or any part
thereof) or in exercising any of its rights under this Clause including
without limitation any liability in respect of any damage (including damage
caused to such premises in such retaking of possession and removal of goods)
which it was not reasonably practicable to avoid.
(e) If any of the Goods supplied by the Seller are incorporated or used as
material for other goods before title has passed to the Buyer the property in
the whole of such goods shall be and remain with the Seller until such
payment has been made. Any sale of such goods by the Buyer shall take place
upon the basis that the buyer shall hold on trust for the seller with effect
from the date of receipt of the sale proceeds by the Buyer such proportion of
those proceeds as is equal to the outstanding price payable by the buyer to
the Seller for the Goods.
ACCEPTANCE OF GOODS
Unless the Seller is notified to the contrary at point of delivery the
Goods shall be deemed to have been accepted by the Buyer as being in good
condition and in accordance with the Contract.
(a) Without prejudice to the other terms of the Conditions the Seller shall
not be liable if manufacture or delivery or installation is prevented,
hindered or delayed by reason of strikes, sit-ins, trade disputes, lock-outs
or any other actual or threatened industrial action or by difficulty in
obtaining labour, plant, materials or bought in components or by breakdown of
plant or machinery (including transport) or by
interruption of power supplies, or by fire or by legal action by a third party
(whether or not any of the aforesaid are caused by the negligence of the
Seller, its servants or agents) or by reason of any circumstances outside the
Seller's control which shall include, but not be limited to national
emergency, war, civil riot, intervention by Government and all other cases of
(b) If the manufacture or delivery of the full quantity of Goods due under
the Contract is prevented, hindered or delayed by reason of any circumstances
within sub-clause (a) for a period greater than 3 months after the agreed
delivery date then both the Seller and the Buyer shall be released from their
respective obligations in respect of any goods which have not been delivered
by that time.
The Company will only accept the cancellation of orders as
(a) Goods are not sold on a trial basis. Customers should check the specifications and suitability of the Goods before ordering. The Company does not warrant the suitability of the Goods for specific applications.
(b) Goods which have been incorrectly ordered will only be accepted for
return with the prior approval of the Company.
(c) Returned Goods will only be accepted if they are: correctly packed in the original packaging with the manuals, returned with the necessary proof of delivery and purchase, and have not been used.
A restocking fee of 33% of the value of the Goods will be charged to the
customer on all such Goods.
(d) If the customer cancels the Goods whilst the Goods are still in transit,
an abortive delivery charge will be charged to the customer.
(e) Goods may not be returned without a Goods Return Authorisation Number
which can be obtained from the Company by contacting the Company.
(f) Any item ordered that is not normally held in stock will be ordered on the customers behalf from the manufacturer or another supplier. Such items cannot be returned if the customer decides that it is no longer required.
(g) All charges and fees for returning the goods
and related services shall remain on the customer.
DRAWINGS, PRINTS AND SPECIFICATIONS
(a) Any technical drawings, prints and specifications supplied by the Seller
under or in connection with a quotation or the Contract shall remain the
property of the Seller who shall reserve the copyright, design right and any
registered design right therein. The Buyer shall not copy them or communicate
their contents to any third party without the Seller's consent (which consent
shall not be unreasonably withheld) and shall comply with the Seller's
reasonable requirements as to their use, return and otherwise.
(b) The property in the design of the Goods shall (subject to any existing
rights of any third party or the Buyer in any design or invention
incorporated or used in the design of Goods) remain the exclusive property of
the Seller and neither the buyer not any agent contractor or other person
authorised by the Buyer nor any other person, firm or company shall at any
time make use of the design or any part thereof.
(c) The Seller gives no warranty or indemnity in respect of any actual or alleged
infringement of any patents, registered designs, design copyright, or any
other industrial property right relating to the Goods.
DESCRIPTION OF GOODS
(a) Illustrations, photographs, descriptions (including descriptions relating
to technical performance, capacity, output, consumption and dimensions) and
general literature relating to the Goods are intended as a general guide only
and such material shall not form part of the Contract. The Goods will not
necessarily correspond in all respects with the goods shown in those
illustrations and photographs or such descriptions or general literature.
Without limitation the Seller reserves the right to make without notice to
the Buyer any improvement or alteration in the material, specification,
dimensions or design of the Goods which it thinks reasonable or desirable or
which it is required to make by law and such improvement or alteration shall
be deemed to have been accepted by the Buyer and the Seller as a variation to
(b) The Seller can provide goods which are suitable to meet the Buyer's
purpose or which will meet specified technical performance provided that the
Buyer provides written details of its requirements and obtains the Seller's
advice (as to which goods will be suitable) in Writing. Unless the Seller has
agreed in Writing to provide equipment for a specified purpose or of a
specified technical performance the Buyer shall be deemed to have selected
the Goods without having made its purpose or requirements known to the
(a) Subject to clause 16 the Seller warrants to the Buyer that as from the
date of supply and for a period of twenty four months from date of dispatch
(as to which the Seller's determination is final) the Seller will free of
charge replace or repair any part or parts thereof proved to the Seller's
satisfaction to be defective owing to faults in workmanship of the Seller or
materials comprised in the Goods. All labour, travel and carriage costs
involved in effecting such replacements or repairs will be borne by the
(b) If the Buyer requires a warranty greater than that set out above any such
warranty to be effective must be in writing and signed by either the
Secretary or a Director of the Seller and shall in any event be limited to
the amount that the Seller can recover under the product liability insurance
policies held by the Seller at the date of the Contract.
(c) Save as expressed in this Clause the Seller shall be under no liability
for any personal consequential or other loss or damage of whatsoever kind or
howsoever caused as a result of any goods supplied or work done being
defective or not in accordance with any order or as a result of anything done
or omitted in connection with any work done or omitted to be done by the
Seller including any breach by the Seller of any fundamental term of any
order and the Seller's liability under this Clause shall be in lieu of and to
the exclusion of any liability, condition, guarantee, warranty, term
undertaking or representation whether express or implied, statutory or
otherwise and shall in any event be limited to the value of the Goods to
which any claim relates or the amount received by the Seller in relation to
the Goods under any product liability insurance held by the Seller at the
date of the Contract.
(d) Nothing contained in the Clause shall exclude:-
(i) any liability for breach of the Seller's implied undertakings as to title
(ii) any liability for breach of the Seller's implied undertakings as to
conformity of goods with description or sample or as to their quality or
fitness for a particular purpose.
(iii) any liability arising from the Seller's negligence causing death or
The Warranty shall not apply to:-
(a) Any defect which in the opinion of the Seller arises by reason of misuse,
misapplication, neglect or accident occurring after risk has passed to the
(b) Any defect not notified to the Seller or its authorised distributors or
dealers within 2 working days of the Buyer having become aware of such
(c) Any equipment which shall in the opinion of the Seller have been
improperly installed, serviced, repaired or altered (other than by the
Seller) or in or to which any part not manufactured or sold by the Seller has
(d) Goods not of the Seller's manufacture in which case the Buyer is entitled
only to such benefit as the Seller may receive under any warranty given in
(e) Any equipment on which service has been carried out by anyone other than
the Seller or any approved service agent.
(f) Any equipment installed or situated outside Great Britain, Isle of Man,
Northern Ireland, Eire and the Channel Islands without the Seller's consent
(g) Any items not included within standard warranty parts; Glass, light
bulbs/tubes, door seals, trims.
(a) The Contract is between the Seller and the Buyer as principals and is not
assignable without the Seller's consent.
(b) Each of the Clauses and sub-clauses of the Conditions shall be construed
as separate and severable.
(c) None of the provisions of any of the clauses or sub-clauses of the
Conditions shall in any way limit any of the other clauses or sub-clauses of
(d) The law governing the Contract shall be the law of England. Any disputes
arising out of or in connection with the Contract shall be submitted to the
jurisdiction of the English Courts, except that the Seller may elect and be
entitled to proceed in Scotland or Northern Ireland or any foreign
jurisdiction wherever proceedings may lawfully be brought against the Buyer.
(e) The Buyer recognises that the Conditions and (without limitation) the
limitations of liability contained in the Conditions are reasonable in that
the prices quoted by the Seller are dependent upon such limitations being
incorporated in the Contract and because greater liability can be accepted if
expressly agreed in Writing in accordance with the Conditions.
(f) Any notice may be served by either party on the other by leaving it at or
sending it by post or facsimile to the address of the party contained in the
Contract. Such notice shall be deemed to be served if by hand when delivered
if by facsimile when sent and if by first class post two working days after
The company shall not be liable for any costs, claims, damages,
losses of consumables caused by failure of the Goods and the Customer should,
therefore ensure that suitable insurance is taken out.