Terms & Conditions

 

The Buyer’s attention is drawn in particular to the provisions of clause 8

1 Interpretation

1.1 In these Terms:
“BUYER” means the person who purchases Goods from the Seller subject to these Terms;
“CONTRACT” means the contract for the sale and purchase of the Goods;
“GOODS” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms;
“SELLER” means Fridgeland Online Limited a company registered in England and Wales under company registration number 05424181 whose registered office is at 200c Bury Road, Tottington, Bury, BL8 3DX;
“INCOTERMS” means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made;
“ORDER” means the Buyer’s order for the Goods placed via the Website;
“TERMS” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;
“WEBSITE” means the Seller’s website at www.fridgeland.co.uk
“WRITING”, and any similar expression, includes facsimile transmission and electronic mail or other forms of electronic communication.
1.2 A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

2 Basis of the sale

2.1 By placing the Order via the Website the Buyer is making an offer to purchase the Goods subject to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such Order is made or purported to be made, by the Buyer.
2.2 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence
2.3 No variation to these Terms shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer or Order, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
2.7 The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Any samples, drawings, descriptive matter, Website content or advertising issued by the Seller and any descriptions or illustrations contained in the Seller's catalogues, brochures or Website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or any other contract between the Seller and the Buyer for the sale of the goods. 

3 Orders and specifications

3.1 No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Order.
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or E.U. requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No Order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4 Price of the goods

4.1 The price of the Goods shall be the price set out in the Order which is accepted by the Seller. 

4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated in the Order which is accepted by the Buyer all prices are given by the Seller inclusive of delivery (in accordance with clause 6 below) within the mainland United Kingdom, however, certain postcodes within the mainland may incur an additional surcharge. Please contact us for details.
4.4 In the event the Seller agrees to deliver the Goods outside of the mainland United Kingdom then the provisions of clause 10 below shall apply. For such deliveries additional delivery costs may apply for which the Buyer shall be liable.
4.5 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5 Terms of payment

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Buyer shall pay the price of the Goods when placing its Order by credit or debit card or electronic bank transfer.
5.2 In the event that the Buyer seeks recovery of the price of the Goods from the credit card company whom facilitated the Buyer’s payment for the Goods where the Buyer is not entitled to a refund under these Terms and the Seller has to re-pay to the credit card company concerned the price of the Goods, then, in addition to the rights set out at clause 5.4 below, the Seller may re-invoice the Buyer for the price of the Goods and any administration fees incurred by the Seller in such circumstances and any such invoice raised shall be payable in accordance with clause 5.3 below. 
5.3 In all other cases the Buyer shall pay any other amounts invoiced to it by Seller pursuant to these Terms within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.4 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:
5.4.1 cancel the contract or suspend any further deliveries to the Buyer;
5.4.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.4.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum above the base rate from time to time of Lloyds Bank plc, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.5 The Buyer shall indemnify the Seller against all costs and expenses incurred by the Seller (on a full indemnity basis) in recovering or seeking to recover any sums due to the Seller which are not paid to the Seller in accordance with the provisions of this clause 5.

6 Delivery

6.1 Delivery of the Goods shall be made by the Seller delivering the Goods to the address stipulated by the Buyer in the Order accepted by the Seller (the “Delivery Address”). The Seller will be responsible for delivering the Goods to the Delivery Address by single driver transport and the Goods shall be deemed to have been delivered on their arrival at the delivery Address. The Buyer shall be responsible for ensuring that there are adequate personnel and equipment at the Delivery Address for unloading the Goods at the time of delivery. Any costs incurred by the Seller due to inadequate site access at the Delivery Address or from the Buyer not being able to unload the goods at the Delivery Address shall be charged to the Buyer. 
6.2 On delivery of the Goods, the Buyer shall be asked to inspect the Goods and sign a delivery note to confirm that the Goods have arrived in an undamaged condition. The Seller shall not be liable for any cosmetic damage, scratches, dents to casings, broken glass or similar which is not reported or noted clearly on the delivery note.
6.3 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Seller fails to deliver the Goods (or any instalment) within 3 months of any stated approximate date for delivery of the Goods for any reason (other than any cause beyond the Seller’s reasonable control or the Buyer’s fault), and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller shall not be liable for any penalty, loss, injury, damage or expense of the Buyer arising from such delay and the Seller may:
6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7 Risk and property

7.1 Risk of damage to or loss of the Goods shall pass at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

8 Warranties and liability

8.1 Subject to the following provisions the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of delivery.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions ( Unless otherwise stated refrigeration units must not be placed in ambient operating conditions which exceed EN23953 Climate Class 3 conditions. For the avoidance of doubt these are Maximum Ambient 25 Degrees C / 60% Relative Humidity.). Failure to follow the Seller’s (or manufacturer’s or importer’s or distributor’s) instructions (whether oral or in Writing) and/or maintenance guidelines/instructions including, without limitation, the regular cleaning of condenser units, misuse or alteration or repair of the Goods without the Seller’s approval renders all warranties invalid.
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller;
8.2.5 the above warranty does not cover the carriage costs of replacement Goods or parts in relation thereto nor the costs involved in carrying out repairs or replacement of parts; and
8.2.6 the above warranty does not constitute a warranty that the Goods are suitable for any particular purpose, regardless of whether or not such purpose was notified to the Seller prior to or after the placing of the Order by the Buyer.
8.2.7 the Seller shall be under no liability in respect of any defect where goods have been supplied outside the boundary of UK mainland which for the avoidance of doubt includes islands or any other location which may be deemed as being offshore. 

8.3 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Terms.
8.5 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract. In no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure which is so slight that it would be unreasonable for him to reject them.

8.6 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Terms, the Seller may replace or repair the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer. If the Seller elects to refund the Buyer the price of the Goods (or a proportionate part of the price) which, for the avoidance of doubt shall be at the Seller’s sole discretion, then this shall be the only situation in which a refund will be given by the Seller. 
8.7 The Seller will ask the Buyer for a £100 payment on notification of any alleged breach of the Warranty given at clause 8.1 above where the Buyer seeks repairs to the Goods. If the Seller then inspects the Goods and determines, at its sole discretion, that the repairs fall within the provisions of the Warranty at clause 8.1 above the Seller shall repair or replace the Goods and refund the £100 paid by the Buyer. If the repairs requested by the Seller do not fall within the warranty at clause 8.1 above then the Seller shall be entitled to retain the £100 paid to it by the Buyer towards it call out costs of inspecting the Goods at the Buyer’s request. 
8.8 Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit (whether direct or indirect), loss of stock contained within the Goods, or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
8.9 The Buyer warrants and represents to the Seller that it is purchasing the Goods in the course of its business and that the Buyer is not a consumer (within the meaning of the Unfair Contract Terms Act 1977) and shall indemnify the Seller against any and costs, expenses and losses incurred by the Seller as a result of breach of this warranty by the Buyer. 
8.10 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.10.1 Act of God, explosion, flood, tempest, fire or accident;
8.10.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.10.3 acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.10.4 import or export regulations or embargoes;
8.10.5 strikes, lock outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.10.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.10.7 power failure or breakdown in machinery.

9 Insolvency of buyer

9.1 This clause 9 applies if:
9.1.1 the Buyer makes a composition or voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) enters administration or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction), or a moratorium comes into force in respect of the Buyer (within the meaning of the Insolvency Act 1986); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

10 Export terms

10.1 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Terms, but if there is any conflict between the provisions of Incoterms and these Terms, the latter shall prevail.
10.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject to any special terms agreed in Writing between the Buyer and the Seller) apply notwithstanding any other provision of these Terms.
10.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
10.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered FOB the air or sea port of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
10.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

11 WEEE Regulations

11.1 In accordance with Government WEEE Regulations, the BUYER can choose to pay in advance for the safe disposal of equipment bought from the SELLER. The BUYER must notify the SELLER in writing at the time of order if choosing this option and pay charges as outlined in clause 11.2
11.2 Disposal Rates. All items measuring less than 2mt in width - 200.00 pounds + Vat. All items over 2mt in width - 300.00 pounds + Vat. Costs outlined may vary depending on location, make, model, construction and are subject to change at the sole discretion of the SELLER.
11.3 Clients choosing not to pre-buy disposal are responsible for bearing the cost of safe and legal disposal of equipment at the end of its life.

12 General

12.1 A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
12.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.