Unilever UK Limited t/a Wall’s Refrigeration Solutions

Terms and conditions for sale of freezers and associated services

1. Definitions

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 WRS Refrigeration Solutions), registered in the UK number 34527, at Unilever House, Springfield Drive, Leatherhead Surrey KT22 7GR;

‘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.

2. 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.

3. 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 in at least 68% of the Equipment display space and shall ensure that at least 68% 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.

4. 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.

5. 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, WRS is responsible for the 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 be collected and recycled for a commercial charge to be agreed with WRS.

6. Risk

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. Title

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.

8. 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. Termination

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.

10. 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. Confidentiality

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.

12. 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. General

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.

WRS Warranty for freezers and associated services - Terms and Process

1. Terms used in this document are defined in the "Unilever UK Limited t/a Wall's Refrigeration Solutions terms and conditions of sale of freezers and associated services". These terms are available at www.wallsrefrigerationsolutions.com/terms-and-conditions

2. The WRS Warranty is only provided to Customers for Equipment and Work purchased from WRS under a Contract subject to the Conditions. In the event of a conflict between the Conditions and the WRS Warranty, the Conditions shall prevail. Please note that, unless expressly agreed otherwise in writing by WRS, this WRS Warranty is not transferable.

3. WRS shall, subject to paragraphs 4 and 5 below, (at WRS' absolute discretion) either replace free of charge or put in good working condition:

3.1 any parts of the Equipment (other than spare or replacement parts) becoming defective during:
(a) the period of 12 months from the date of first installation of the Equipment;
(b) the period of time specified in the price list current at the time of order of the Equipment;
(c) the guarantee period given by the manufacturer of the Equipment or relevant part, whichever is the longer; and

3.2 any spare or replacement parts becoming defective within 90 days of being supplied under this WRS Warranty. The cost of this replacement or repair includes the cost of parts and labour unless the Customer has been notified that it has a parts only warranty, where WRS will cover the cost of the relevant parts only. The WRS Warranty is personal to the Customer and is not transferable with the sale or leasing of the Equipment.

4. Replacement or repair under paragraph 3 is subject to the following conditions being satisfied:

4.1 the Equipment (other than spares) shall have been installed within 3 months of delivery;

4.2 the defect is reported by the Customer within 7 days of discovery and the Customer follows the correct procedure as set out paragraphs 6 and 7 below;

4.3 the defect is not due to neglect, interference, power failure or fluctuation, abuse or improper use of Equipment by the Customer or a third party;

4.4 the Equipment has not been damaged by movement by, or repaired or worked on by anyone other than WRS;

4.5 the relevant part is reasonably obtainable by WRS failing which WRS may provide a suitable alternative and charge any additional cost to the Customer;

4.6 the Equipment is situated in the United Kingdom or the Channel Islands;

4.7 the Customer does not pursue any claim concerning the Equipment without first giving WRS reasonable opportunity to replace or repair the Equipment under this WRS Warranty;

4.8 if within a reasonable time WRS rectifies the defect, WRS shall be under no liability for any loss or damage arising directly or indirectly in connection

5. Replacement or repair under paragraph 3 does not apply to:

5.1 Glass parts, electric lamps, fluorescent tubes and/or starters;

5.2 Faults caused by the incorrect siting of the cabinet, eg. using outdoors, siting in windows/drafts etc;

5.3 Faults resulting from incorrect installation;

5.4 Faults resulting from electrical supply, plug or fuse problems and use of electrical extensions;

5.5 Faults caused by water supply failure or other plumbing or drainage problems;

5.6 Calls requiring adjustments to thermostats, timers, controllers or on/off switches;

5.7 Faults caused by defrosting cabinets or faults resulting from lids not being closed;

5.8 Faults resulting from lack of maintenance e.g. blocked condensers, blocked drains, filter changes etc;

5.9 Faults caused by exceeding the load level or incorrect product in the cabinet e.g. ice pops in freezers, warm drinks in chillers etc. (this may affect performance and increase operating costs);

5.10 Faults in lids, frame or cosmetic damage, not notified at the time of delivery or installation;

5.11 Replacement of seals/gaskets or non-LED light tube/lamp replacement;

5.12 Faults caused by operator misuse;

5.13 Product or any other losses; and

5.14 Equipment used to store frozen products which are not pre-frozen ice cream or frozen yoghurt products.

6. Procedure for parts and labour warranty

6.1 Requests for a warranty repair or replacement ("Warranty Work") can be registered at any time by telephoning 0845 127 2527.

6.2 Warranty Work will be conducted by a WRS technician or a WRS approved subcontractor between 8:30am to 17:00pm Monday to Friday (excluding Bank Holidays) ("Working Days").

6.3 Warranty Work will normally be carried out within 2 Working Days.

6.4 Before a request for Warranty Work can be accepted the Customer will be asked to quote its Equipment type and unique identity number which can be obtained from the silver property plate fitted on the rear of the Equipment. This information will be needed to confirm if the Equipment is currently registered for a WRS Warranty. Under no circumstances should the silver property plate be removed from the cabinet as this will invalidate the WRS Warranty.

6.5 The Customer must provide details of the problem being encountered and answer a series of simple questions to assist in identifying the fault to ensure that the correct remedial action can be undertaken.

6.6 Depending on the nature of the fault the Customer may be asked to carry out simple checks before a call is registered and Warranty Work is confirmed. This procedure is to assist in returning Equipment to an operational state at the earliest possible opportunity and avoid charges for problems not covered by the WRS Warranty. Every effort will be made to identify any charges not covered by the WRS Warranty prior to attendance by a technician. Payment will be required for any attendance and parts not covered by the WRS Warranty. The Customer will be advised of these and payment for them must be made in advance of any such work being undertaken.

6.7 The Customer will be given a unique call reference number, which is a confirmation of a request for Warranty Work and must be quoted in the event of any subsequent query.

6.8 The Customer will be required to give details of its credit or debit card, so that payment may be taken should no fault be found with the Equipment itself or if the work is not covered by the WRS Warranty. If the work carried out is covered by the WRS Warranty no charges will be made against the credit or debit card. In the event that the Customer cannot provide credit or debit card details, the technician will be instructed to collect a minimum call charge in cash before commencing Warranty Work. If the repairs are covered by the warranty, any cash deposit will be refunded by the technician before he leaves.

6.9 Failure to pay for any work carried out on the Equipment that is not covered by the WRS Warranty will invalidate the remaining warranty period on the Equipment.

6.10 This warranty procedure is to ensure:
(a) continued availability of cost effective Equipment;
(b) the speediest possible return of the Equipment to an operational state in support of the sale of ice cream products; and
(c) a quality, cost effective service facility is maintained and available to respond to all genuine component or operational failures associated with the Equipment.

7. Procedure for parts only warranty

7.1 All new cabinets purchased from WRS where work cannot be undertaken on site will be supplied with a parts warranty only. This will be discussed when placing the order with WRS.

7.2 Parts can be purchased at any time by telephoning our Customer Care Line on 0845 127 2527.

7.3 Before a request for a spare part can be accepted the Customer will be asked to quote the Equipment type and unique identity number which can be obtained from the silver property plate fitted on the rear of the cabinet. This information will be needed to confirm that your cabinet is currently registered for parts only warranty. Under no circumstances should the silver property plate be removed from the cabinet, as this will invalidate the warranty.

7.4 The Customer will then be asked to provide details of the faulty part required. A valid purchase order or details of the Customer's credit or debit card will be required, so that WRS can take payment and ship the required part.

7.5 All failed parts must be returned by the Customer to WRS with site information and the serial number of the Equipment repaired. WRS will test and confirm to the Customer if the part is faulty within 7 days of receipt. A credit will be issued for the original part if the part is found to be faulty.

7.6 All parts returned which are found not to be faulty will not be credited. Notice of this action will be made to the Customer.

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