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Total Refrigeration Limited : Conditions of Business

PART 1 - GENERAL - ALL CONTRACTS

1. Definitions

In these Conditions:

'TOTAL' means Total Refrigeration Limited; 'the Customer' means the person, firm or company to or for whom TOTAL agrees to supply goods and/or provide services; '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 therefore which TOTAL agrees to supply and/or in respect of which, whether supplied by TOTAL or not, TOTAL agrees to provide services; 'Work', means the design, building , installation, servicing, maintenance and/or repair of Equipment and/or such other services as TOTAL may from time to time agree in writing to provide; 'the Contract' means the agreement made between TOTAL and the Customer for the supply of Equipment and/or the performance of work, 'the Price' means the price in the Contract (as increased, as the case may be, under Condition 7); 'The Breakdown/Maintenance Service Agreement' means the additional terms and conditions which TOTAL may from time to time specify in writing as applying to the inspection, servicing and maintenance of Equipment.

2. Terms of Contract

The Contract is made on and subject to only these Conditions. No variation of these Conditions shall be effective unless in writing and signed by an authorised representative of TOTAL.

3. Disclosure

The Customer warrants that it has disclosed to TOTAL all facts and information affecting or likely to affect the Work and the health and safety of TOTAL's employees, agents and sub-contractors in the performance of the Work and/or the operation of the equipment and shall from time to time promptly disclose in writing to TOTAL any alterations or prospective alterations to such facts and information.

4. Facilities and Assistance

(a) The Customer shall ensure that TOTAL shall have free of charge the use of such facilities and services as TOTAL may from time to time reasonably require to perform the Work.

(b) No person provided by the Customer or any third party to assist TOTAL shall be or be deemed to be an employee or agent of TOTAL.

5. Approvals

It is an express condition of the Contract that the Customer has obtained and shall maintain all necessary permissions, consents and approvals in respect of the Work. The Customer shall promptly supply to TOTAL such evidence of the same as TOTAL may from time to time reasonably require.

6. Time

TOTAL shall use such endeavors as shall be commercially practicable to meet any estimated delivery or completion date but time shall not be of the essence of the Contract in this respect.

7. Price Increases

TOTAL may without prejudice to its other rights and remedies by written notice to the Customer increase the Price:

(a) Where TOTAL has agreed in writing with the Customer to perform all or part of the Work outside TOTAL's normal working hours from time to time; and/or

(b) By an amount equivalent to:

(i) the additional costs incurred by TOTAL by virtue of any breach by the Customer of Conditions 3 and/or 5 above; and/or,

(ii) any increase in TOTAL's costs beyond TOTAL's reasonable control whether under Condition 9 below or otherwise.

8. Payment

Unless the customer and TOTAL agree otherwise in writing the Customer shall pay to TOTAL the Price together with value added tax thereon at the appropriate rate within 30 (thirty) days of the date of the invoice therefore and interest at 2% above National Westminster Bank plc base rate from time to time shall be chargeable on any part of the Price not paid within such period.

9. Alternative Equipment

In the event that TOTAL cannot reasonably obtain all or any part of the Equipment specified in the Contract, TOTAL may after notifying the Customer of the type and additional cost (if any) of alternative Equipment of the same or similar quality supply such alternative Equipment under the contract.

10. Liability

Subject as otherwise provided in these Conditions:

(a) TOTAL shall not in any circumstances be liable for any loss or damage whether direct, indirect, consequential or otherwise (including, without limitation, damage to property and loss of profits), save in respect of death or personal injury resulting from the negligence of TOTAL or any of its employees; and

(b) All warranties and representations on the part of TOTAL are excluded to the extent permitted by law.

(c). Without prejudice to any other term of the Contract (express or implied), the Customer has no right after delivery has been made to request that the ordered Equipment be substituted for alternative equipment. It is the Customer's responsibility to ensure that the Equipment ordered is suitable for the Customer's requirements.

This Condition shall apply only to the extend that it shall be a fair and reasonable one to be included in the Contract.

NOTHING IN THESE CONDITIONS SHALL AFFECT THE CUSTOMER'S STATUTORY RIGHTS WHERE THE CUSTOMER ENTERS INTO THE CONTRACT OTHERWISE THAN IN THE COURSE OF A BUSINESS.

11. Termination

TOTAL may, without prejudice to other remedies, in writing terminate the Contract at any time if the Customer:

(a) Commits a breach of any of its obligations hereunder; or

(b) Is adjudicated bankrupt or (being a company) shall enter into liquidation or have a receiver of its assets appointed or (in any event) makes any compositions or arrangements with its creditors.

12. Force Majeure

Neither party shall be under any liability for any delay, loss or damage caused wholly or in part by any act, matter or thing beyond its reasonable control including without limitation any act done or not done pursuant to a trade dispute whether such dispute involves its employees or not.

13. Assignment

The Customer shall not but TOTAL may assign, transfer or sub-contract the Contract in whole or in part to any third party.

PART II - SUPPLY AND/OR INSTALLATION

14. Application

Part II of these Conditions applies with Part 1 above where the Contract relates wholly or in part to the design sale, supplies, building and/or installation of Equipment.

15. Information

The Customer shall be solely responsible for and guarantees the accuracy and suitability of all drawings, information, instructions, advice and recommendations given to TOTAL by or on behalf of the Customer in connection with or pursuant to the Contract.

16. Copyright

The Customer shall not in any circumstances be entitled to any copyright or other rights in any drawings, documents and information supplied by TOTAL.

17. Delay

If delivery is postponed otherwise than due to the fault of TOTAL the Customer shall subject to Condition 12 above be responsible for all costs and expenses together with TOTAL's reasonable storage and transportation charges and TOTAL may without prejudice to other remedies;

(a) Invoice the Customer for the Equipment and such costs, expenses and charges; and/or

(b) Dispose of the Equipment in a reasonable manner after three months' storage and recover from the Customer any loss and/or expense thereby incurred.

18. Risk

Risk in Equipment supplied by TOTAL shall pass to the Customer on the Equipment being loaded for delivery to the Customer or, if transported by or to the order of TOTAL, on arrival of the Equipment at the place of delivery.

19. Title

Title in Equipment supplied by TOTAL shall pass to the Customer upon payment in full therefore or when TOTAL serves written notice upon the Customer specifying that title in the Equipment has passed whichever is the earlier. The Customer shall permit TOTAL's authorised representative to enter the Customer's premises and repossess the Equipment at any time prior thereto.

20. Guarantee

(a) TOTAL undertakes, subject to (b) and (c) below, that it shall (at TOTAL's absolute discretion) either replace free of charge or put in good working condition:

(i) any parts of the Equipment (other than spare or replacement parts) becoming defective during the guarantee period given by the manufacturer of the relevant part or, if longer, the period of 12 months following first installation of the Equipment; and

(ii) any spare or replacement parts becoming defective within 90 days of being supplied.

Provided that:

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

- the defect is reported within 7 days of discovery;

- the defect is not due to neglect, power failure or fluctuation, abuse or improper use of Equipment.

- the Equipment has not been damaged by movement by, or worked on by, anyone other than TOTAL;

- the relevant part is reasonably obtainable by TOTAL failing which TOTAL may provide a suitable alternative and charge any additional cost; and

- the Equipment is situated in the United Kingdom or the Channel Islands.

(b) This guarantee shall not apply to glass parts, electric lamps, fluorescent tubes and/or starters.

(c) TOTAL will endeavour to pass to the Customer the benefit of any guarantee received by TOTAL in respect of the Equipment.

(d) The Customer will not pursue any claim concerning the Equipment without first giving TOTAL reasonable opportunity to consider full written details of such claim.

(e) If within a reasonable time TOTAL rectifies the defect giving rise to a claim referred to in (d) above, TOTAL shall be under no liability for any loss or damage arising directly or indirectly in connection with such defect or any delay in rectification.

PART III - SERVICING

21. Application

Part III of these Conditions applies with Part I above and with the Breakdown/Maintenance Service Agreement where the Contract relates wholly or in part to inspection, servicing and maintenance of the Equipment.

22. Interference with Equipment

The Customer will not interfere or tamper with the Equipment or adjust (other than by controls provided for normal day-to-day adjustment) the operation thereof in any way whatsoever, and will notify TOTAL immediately of any damage or want of repair to the Equipment and will not permit any person or persons other than TOTAL's duly authorised representatives to carry out any repair or adjustment thereto.


Unilever Freezer Sales Scheme: Terms and Conditions

1. The Unilever Freezer Sales Scheme is made by Total Refrigeration in conjunction with Unilever.

2. This Freezer Sales Scheme is strictly whilst stocks last and may be withdrawn without notice. We reserve the right to alter prices without notification.

3. All items are subject to VAT at the current rate. All prices shown exclude VAT.

4. The Freezer Sales Scheme is only open to retailers in the U.K.

5. Prices include delivery to the U.K. mainland only. Prices available on request for delivery outside the U.K. mainland.

6. Any freezer supported by vouchers cannot be exchanged for cash or any other goods other than those stated. Any vouchers lost or stolen cannot be replaced.

7. In the unlikely event of a breakdown, neither Unilever or Total Refrigeration Limited will be liable for any consequential loss or damage other than repair of the freezer if within the one year warranty, provided that the freezer has been well maintained, is clean and is being operated in a suitable environment.

8. All new freezers are purchased with a one year full parts and labour warranty.

9. The freezers in the Sales Scheme are suitable for the storage of frozen products and should not be used to freeze down products such as ice pops etc. as this may affect performance and increase operating costs.

10. Models shown are for illustrative purposes only. Please note freezer graphics may vary.

11. It is the retailer's responsibility to ensure that any products stored in the freezer are insured and the retailer should make their own arrangements.

12. Cancelled orders and abortive deliveries will incur a surcharge.

13. Title and equipment supplied by Total Refrigeration Limited will pass to the customer upon payment in full.

14. Unilever UK Ice Cream stock vouchers are supplied as part of the Unilever freezer scheme and are valid for a period of 6 (six) months from the date of invoice. Unilever UK Ice Cream stock vouchers are only available for redeeming against Wall's, Carte D'Or and Ben & Jerry's ice cream products.

15. Prices quoted include standard delivery to an unrestricted ground floor UK Mainland site.

16. Waste Electrical and Electronic Regulations (WEEE) - in accordance with the WEEE Regulations Total Refrigeration is responsible for the final disposal of all equipment purchased on or after the 13th August 2005 - customers will be charged for the distribution costs at the time of collecting the unit.

17. For Equipment purchased before the 13th August 2005 Total Refrigeration will make a commercial charge on the customer which covers both the disposal of the unit(s) and the associated distribution costs.

Parts & Labour Warranty Procedure

1.0 Your warranty includes the following:

1.1 Parts

1.1.1 12 months parts warranty for defects to materials used in the construction of the cabinets by the original equipment manufacturer.

1.2 Labour

1.2.1 Service requests attended to by a Total Refrigeration (TRL) Technician.

1.2.2 Service requests attended to by a TRL approved Subcontractor.

1.2.3 Service requests will be attended to between 08:30am to 17:00pm from Monday to Friday (excluding Bank Holidays).

2.0 To ensure a trouble-free response to any requests for service attendance in the event of a problem with the operation of your cabinet please refer to the following procedure:

2.1 Requests for service attendance can be registered at any time by telephoning our Customer Care line:- 0845 127 2527

2.2 Service attendance will normally be within 2 working days.

2.3 Before a request for service attendance can be accepted you will be asked to quote your cabinet type and unique identity number which can be obtained from the silver foil plate fitted on the rear of the cabinet.

2.4 This information will be needed to confirm that your cabinet is currently registered for warranty.

2.5 Under no circumstances should the silver foil plate be removed from the cabinet as this will invalidate the warranty.

2.6 You will then be asked to provide details of the problem being encountered.

2.7 You will be requested to answer a series of simple questions to assist in identifying the fault to ensure that the correct remedial action can be undertaken.

2.8 Depending on the nature of the fault you may be asked to carry out simple checks before a call is registered and service attendance is confirmed.

2.9 This procedure is to assist in returning your cabinet to an operational state at the earliest possible opportunity and avoid charges for problems not covered by the warranty.

2.10 You can determine what is covered by your warranty in our Conditions of Business.

2.11 Every effort will be made to identify any charges not covered by your warranty prior to service attendance by a TRL Technician or approved Contractor.

2.12 Payment will be required for any service attendance not covered by your warranty.

2.13 After following the procedures detailed in 2.3 to 2.12 you will be given a unique call reference number subject to your call being received between 08:30am and 17:00pm from Monday to Friday (excluding Bank Holidays).

2.14 Your unique call reference number will be a confirmation of your request for service attendance and must be quoted in the event of any subsequent query.

2.15 You will be required to give details of your Visa/Debit card, so that we can be assured of payment should no fault be found with the cabinet itself or if the work is not covered by the warranty.

2.16 If the work carried out is covered by the warranty no charges will be made against your credit card.

2.17 In the event, that you are unable to give Visa/Debit card details, our Technician or approved Contractor will be instructed to collect a minimum call charge in cash before investigation of the reported problem with your cabinet can commence.

2.18 There may be additional charges to rectify faults not covered by the warranty, you will be advised of these and payment for them must be made in advance of any work being undertaken.

2.19 If the repairs are covered by the warranty, any cash deposit will be refunded by the TRL Technician or approved Contractor before he leaves.

2.20 Failure to pay TRL for any work carried out on your cabinet that is not covered by the warranty will invalidate the remaining warranty period on your cabinet.

3.0 This warranty support procedure is to ensure:

3.1 continued availability of cost effective ice cream cabinets under the 'Wall's Branded Cabinet' Sales Scheme.

3.2 the speediest possible return of your cabinet to an operational state in support of the sale of ice cream products.

3.3 a quality, cost effective service facility is maintained and available to respond to all genuine component or operational failures associated with your cabinet.

Warranty Exclusions
1. Incorrect siting of the cabinet.

2. Calls resulting from incorrect installation.

3. Calls resulting from electrical supply, plug or fuse problems and use of electrical extensions.

4. Failures caused by water supply failure or other plumbing or drainage problems.

5. Calls requiring adjustments to thermostats, timers, controllers or on/off switches.

6. Defrosting cabinets or calls resulting from lids not being closed.

7. Lack of maintenance e.g. blocked condensers, blocked drains, filter changes etc.

8. Exceeding the load level or incorrect product in the cabinet e.g. ice pops etc.

9. Lid, frame or cosmetic damage, not notified at the time of delivery or installation.

10. Replacement of seals/gaskets or light tube/lamp replacement.

11. Operator misuse.

12. Product or any other losses.

Please note that warranty is not transferable.