Terms & Conditions
Terms and conditions for sale of freezers and associated services Updated 17/11/2023
1.1 In these Conditions:
‘Confidential Information’ means the Contract and any secret or confidential commercial, financial, marketing, technical or other information, know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing;
‘Contract’ means the agreement made between WRS and the Customer for the supply of Equipment and/or the performance of Work;
‘Customer’ means the person, firm or company to or for whom WRS agrees to supply Equipment and/or perform Work;
‘Equipment’ includes all types of structures (whether forming an integral part of a building or otherwise), cold stores and refrigeration plant and associated machinery, ductwork, systems and equipment and parts and spares which WRS agrees to supply and/or in respect of which, whether supplied by WRS or not, WRS agrees to perform Work;
‘Estimate’ means any quotation or estimate by WRS of the cost of Equipment and/or Works;
‘Force Majeure’ means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under a Contract including without limitation any act done or not done pursuant to a trade dispute whether such dispute involves its employees or not;
‘Intellectual Property’ means patents, trade marks, design rights, database rights, copyright (including rights in computer software), know how, trade dress and moral rights and other intellectual property rights, in each case whether registered or unregistered.
‘Price’ means the sums set out in the Estimate, or in the absence of an Estimate in WRS’ published price list (subject to Condition 5.5) together with any value added tax due in respect of such sums;
‘WRS’ means Unilever UK Limited (trading as Walls Refrigeration Solutions), registered in the UK number 34527, at Lever House 3 st James road Kingstone upon Thames KT1 2BA
‘WRS Warranty’ means the warranty subject to the terms and conditions set out at www.wallsrefrigerationsolutions.com/terms-and-conditions; and
‘Work’ means the design, building, installation, servicing, maintenance and/or repair of Equipment and/or such other services as WRS may from time to time agree in the Estimate to provide.
1.2 Headings to clauses shall not affect the interpretation of these Conditions. Words imparting the singular shall include the plural and vice versa. Words imparting a gender include every gender and references to persons include an individual, company, corporation, firm or partnership.
- Estimate and Contract
2.1 Any Estimate made by WRS is valid for 3 months from the date of issue and is given subject to these Conditions. In the event of a conflict between the Estimate and these Conditions, the Conditions shall take precedence.
2.2 WRS reserves the right to change any of the illustrations, details, prices and specifications within any of its brochures without notice.
2.3 The Customer may make an offer to purchase Equipment and/or Work by one of the following:
(a) Submit an order online on www.wallsrefrigerationsolutions.com; or
(b) Submit a signed copy of a valid Estimate.
2.4 No legally binding Contract will be made between WRS and the Customer unless and until WRS sends the Customer written confirmation of acceptance of the Customer’s offer.
2.5 The Contract is made on and subject to only these Conditions to the exclusion of any other terms and conditions the Customer may purport to apply. No variation of these Conditions shall be effective unless in writing and signed by an authorised representative of WRS.
2.6 Pursuant to a Contract, and in consideration of payment of the Price by the Customer, the Customer engages WRS, and WRS shall provide the Equipment and/or Work to the Customer in accordance with, and subject to, these Conditions.
2.7 The Customer shall be deemed to have accepted the Equipment on signature of the delivery note and /or the expiry of 48 hours from the time of delivery, whichever happens earlier.
- Customer’s Obligations
3.1 The Customer shall be solely responsible for and guarantees the accuracy and suitability of all drawings, information, instructions, advice and recommendations given to WRS by or on behalf of the Customer in connection with or pursuant to the Contract.
3.2 The Customer shall disclose to WRS all facts and information affecting or likely to affect the Equipment and/or the Work and the health and safety of WRS' employees, agents and sub-contractors in the performance of the Work and/or the provision of the Equipment and shall from time to time promptly disclose in writing to WRS’ any alterations or prospective alterations to such facts and information.
3.3 The Customer shall ensure that WRS shall have free of charge the use of such facilities and services as WRS may from time to time reasonably require to provide the Equipment and/or perform the Work. No person or any third party provided by the Customer to assist WRS shall be or be deemed to be an employee or agent of WRS.
3.4 It is a condition of the Contract that the Customer has obtained and shall maintain all necessary permissions, consents and approvals in respect of the Equipment and the Work. The Customer shall promptly supply to WRS such evidence of the same as WRS may from time to time reasonably require.
3.5 If the Equipment is a freezer designed for the storage of Impulse Wrapped Single format ice cream and is branded with WRS's Intellectual Property, the Customer shall display Unilever's Impulse Wrapped Single format ice cream at a minimum of 70% of the Equipment display space. Ie: a 12x basket freezer should contain 9 baskets of Unilever branded products. An 18x basket freezer should contain 13 baskets of Unilever branded products. The customer shall ensure that a minimum 70% of the total external visible space on the Equipment remains branded with WRS's Intellectual Property for 3 years commencing on the date of delivery of the Equipment. The Customer may terminate its obligations under this Condition 3.5 at any time after the first anniversary of the date of delivery by giving not less than one month's notice in writing to WRS.
3.6 If the Equipment is a freezer designed for the storage of any ice cream format other than Impulse Wrapped Single format ice cream and is branded with WRS's Intellectual Property, the Customer shall only stock Unilever ice cream in the Equipment and shall ensure that the total external visible space on the Equipment remains branded with WRS's Intellectual Property for 3 years commencing on the date of delivery of the Equipment.
3.7 In the event of breach of clause 3.5 or 3.6 above, the Customer shall pay to WRS on demand the applicable amount set out below as liquidated damages:
(1) In the event of a breach before the first anniversary of the date of delivery, 100% of the difference between the price actually paid for the Equipment and the current WRS published list price for that
Equipment (the "Difference");
(2) In the event of a breach between the first anniversary of the date of delivery and the day before the second anniversary of the date of delivery (inclusive), 75% of the Difference;
(3) In the event of a breach between the second anniversary of the date of delivery and the date of expiry of this agreement (inclusive), 50% of the Difference.
The parties confirm that this sum represents a genuine pre-estimate of WRS's loss on breach of clause 3.5 or 3.6.
3.8 It is the Customer's responsibility to ensure that the Equipment ordered is suitable for the Customer's requirements and that it will fit through access routes and in the chosen siting. The Customer has no right after delivery to request that the Equipment be returned for a refund or substituted for alternative equipment, and WRS reserves the right to charge the Customer for the Equipment and an aborted delivery charge if a delivery has to be aborted due to insufficient access.
3.9 It is the Customer's responsibility to ensure that the Equipment:
(a) is not plugged in until 4 hours has elapsed since it has been positioned;
(b) is not used until 24 hours has elapsed since the Equipment was plugged in to allow the unit to reach operating temperature.
Failure to comply with this Condition 3.9 may result in stock loss for which WRS is not liable. It is the Customer's responsibility to ensure that any products stored in the Equipment are appropriately insured.
- WRS’ Obligations
4.1 WRS shall provide the Equipment to the specification set out in its published brochure from time to time. WRS shall be entitled to provide Equipment with different artwork to that shown in the brochure.
4.2 WRS shall perform the Works with reasonable skill and care.
4.3 WRS shall use such endeavours as shall be commercially practicable to meet any estimated delivery or completion date but time for performance shall not be of the essence of the Contract.
4.4 In the event that WRS cannot reasonably obtain all or any part of the Equipment specified in the Contract, WRS shall notify and agree with the Customer the type and additional cost (if any) of alternative Equipment and supply such alternative equipment under the Contract.
- The Price
5.1 Prices include standard delivery to an unrestricted ground floor U.K. mainland site only. Prices are available on request for delivery outside the U.K. mainland. Invoices shall be raised when WRS receives the proof of delivery from its carrier.
5.2 All sums to be paid by the Customer shall be in Pounds Sterling and payment shall be by cheque, debit or credit card or electronic transfer to WRS' nominated bank account, as agreed with WRS.
5.3 Unless the Customer and WRS agree otherwise in writing the Customer shall pay all invoices within 30 (thirty) days of the date of the invoice.
5.4 Interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 (and associated legislation, as amended from time to time) shall be chargeable on sums that remain unpaid after the due date. The WRS Warranty is not available for Equipment or Works in respect of which sums remain unpaid.
5.5 WRS may without prejudice to its other rights and remedies by written notice to the Customer increase the Price by an amount equivalent to the additional costs incurred by WRS:
(a) where WRS has agreed in writing with the Customer to provide the Equipment or perform all or part of the Work outside WRS' normal working hours (as notified by WRS from time to time);
(b) due to a postponement to delivery of the Equipment or performance of the Work requested by the Customer, including WRS' reasonable storage costs; and/or
(c) due to any breach by the Customer of Condition 3; and/or,
(d) due to any increase in WRS' costs under Condition 4.4.
5.6 The Customer shall pay WRS for any Equipment or Work not provided for in an Estimate but supplied upon request.
5.7 In the event that the Customer notifies that the Equipment and/or Work is postponed or cancelled, the balance of the Price for the Equipment and/or Work and an aborted delivery charge shall become immediately due and payable. In the event of a cancellation, or a postponement of more than 3 months, WRS may dispose of the Equipment in a reasonable manner and recover from the Customer any loss and/or expense thereby incurred.
5.8 In accordance with the Waste Electronic and Electrical Equipment Regulations 2006, Wall`s Refrigeration Solutions shall upon request remove such equipment for final disposal of all equipment purchased by Customers on or after 13 August 2005. Customers will be charged for the cost of collection at the time of collecting the unit. Refrigeration equipment that is not covered by the Waste Electronic and Electrical Equipment Regulations 2006 can also be collected and recycled for a commercial charge to be agreed with WRS.
5.9 If the customer chooses to dispose of any Unilever branded equipment other than using WRS for this purpose, the customer must ensure that
- All Unilever brand material including cladding is removed from the equipment before disposal
- All equipment purchased from WRS Unilever shall be disposed of responsibly and in accordance with local UK legislation.
6.1 Risk in Equipment supplied by WRS shall pass to the Customer on the Equipment being loaded for delivery to the Customer or, if transported by or to the order of WRS, on arrival of the Equipment at the place of delivery.
7.1 Full legal and beneficial title in Equipment shall only pass to the Customer upon payment in full. WRS shall be entitled to recover payment for the Equipment notwithstanding that ownership has not passed to the Customer. Until title in the Equipment passes to the Customer, the Customer shall hold the Equipment on a fiduciary basis as WRS' bailee and must store the Equipment (at the Customer's cost) in good condition, separately and clearly identifiable as WRS' property and insure it for its full replacement value. In the event of any loss or damage to the Equipment the Customer will hold the insurance proceeds in a fiduciary capacity for the benefit of WRS.
7.2 The Customer grants WRS and its agents and employees an irrevocable licence at any time to enter any premises or vehicles owned, occupied or controlled by the Customer where Equipment (for which ownership remains with WRS) are reasonably thought to be in order to inspect them or, in circumstances set out in Condition 9, recover them. On repossession by WRS, any rights of the Customer to sell, dispose or deal with the Equipment shall immediately cease.
- Warranty and Liability
8.1 Unless otherwise stated in the Estimate or on the WRS price list current at the time of order the Equipment is supplied with 12 months parts and labour warranty for defects to materials used in the construction of the cabinets by the original equipment manufacturer. This warranty is subject to the conditions and exclusions set out in the WRS Warranty.
8.2 Under certain circumstances, WRS does not hold the necessary permissions or accreditations (e.g. UKPIA - Forecourts Contractor Safety Passport) to carry out Work on Equipment sited in certain locations. Where Equipment is purchased for such locations, WRS will notify the Customer and agree that Equipment will be supplied with either a 12 months parts only warranty or no warranty for defects to materials used in the construction of the cabinets by the original equipment manufacturer. This warranty is subject to the conditions and exclusions set out in the WRS Warranty.
8.3 The WRS Warranty in Conditions 8.1 and 8.2 above sets out the Customer's sole remedy for loss or damage sustained as a result of WRS' negligence or breach of contract or any case whatsoever.
8.4 Subject to its obligations under the WRS Warranty, WRS shall not in any circumstances be liable for any loss or damage whether direct or indirect save in respect of death or personal injury resulting from the negligence of WRS; and
8.5 These Conditions shall apply in place of all other terms, undertakings and obligations whether expressed or implied, all of which are excluded to the extent permitted by law. Without prejudice to Conditions 8.1 to 8.6, the total aggregate liability of WRS arising out of, or in connection with a Contract in any one year whether for negligence or breach of contract or any case whatsoever shall in no event exceed the Price payable in respect of the Work.
8.6 Nothing in these Conditions shall affect the Customer's statutory rights where the Customer enters into a Contract otherwise than in the course of a business.
9.1 WRS may, without prejudice to other remedies, in writing terminate the Contract at any time if the Customer:
(a) commits a breach of contract; or
(b) fails to make any payment due to WRS within 14 days after it falls due under these Conditions;
(c) suffers or allows any distress or execution, whether legal or equitable, to be levied on its property or obtained against it; or
(d) offers to make any arrangement with its creditors or becomes insolvent (as defined in the Insolvency Act 1986 ("the Act")) or enters into any insolvency procedure under the Act or takes or has any steps taken against it to place it into any insolvency procedure under the Act or if a receiver or administrative receiver or manager is appointed over some or all of its business or assets.
9.2 The termination of the Contract shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
- Force Majeure
10.1 Neither party shall be under any liability for any delay, loss or damage caused wholly or in part by Force Majeure.
10.2 If the Force Majeure continues for longer than 3 months either party may at any time whilst such Force Majeure continues by notice in writing to the other immediately terminate the Contract.
11.1 Each party shall ensure the secrecy of all Confidential Information belonging to the other party and shall not use nor disclose the same save for the purposes of the proper performance of the Contract.
11.2 The obligations of confidentiality in this Clause 11 shall not extend to any information which is required to be disclosed under any applicable law, or by order of a court or governmental body or authority of competent jurisdiction.
- Intellectual Property
12.1 The Customer shall not in any circumstances be entitled to any Intellectual Property or other rights in anything supplied by WRS.
13.1 The Customer shall not but WRS may assign, transfer or sub-contract the Contract in whole or in part to any third party.
13.2 The Contract contains the entire agreement between the parties in relation to its subject-matter.
13.3 The waiver by either party of any breach of the Contract shall not prevent the subsequent enforcement of any subsequent breach of that provision.
13.4 If at any time any part of the Contract is held to be or becomes void or otherwise unenforceable for any reason, the validity and/or enforceability of the remaining provisions of the Contract shall not in any way be affected or impaired.
13.5 Any notice required or permitted to be given by either party to the other under the Contract shall be in writing addressed to that party at the address at the top of the Contract or such other address as may be notified by a party to the other from time to time.
13.6 The Contract shall be governed by the laws of England.
13.7 Either party may refer any dispute for resolution to a senior manager who shall both use their reasonable endeavours to resolve any such dispute in the first instance as soon as reasonably practicable.
13.8 All disputes or claims arising out of or relating to the Contract shall be subject to the exclusive jurisdiction of the English Courts.