This page (together with the documents referred to on it) tells you the terms and conditions of the agreement ( “Agreement” ) on which we supply any of the products ( “Products”) listed on our website www.coldsave.co.uk ( our “site” ) to you. Please read these terms and conditions carefully and make sure that you understand them, before ordering any Products from our site. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions.
You should print a copy of this Agreement for future reference.
Please click on the button marked “I Accept” at the end of this Agreement if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our site.
1.INFORMATION ABOUT US
1.1 We operate the website www.coldsave.co.uk. We are Coldsave (UK) Limited, a company registered in England and Wales under company number 10746081 and with our registered office at Suite 9, Colaville Business Center, Goliath Road, Coalville, LE67 3FT. Our main trading address Unit 6, Woodhouse Business Centre, Woodhouse Street, Swdlingcote, DE11 8ED. Our VAT number is 267465469.
2.1 Our site is only intended for use by businesses resident in [the United Kingdom and Channel Islands insert other countries if applicable] (“the Serviced Countries”). We do not accept orders from businesses outside those countries. Some restrictions are placed on the extent to which we accept orders from specific countries. These restrictions can be found on our Serviced Countries page. Please review our Serviced Countries page before ordering Products from us.
By placing an order through our site, you warrant that:
(a)you have the authority to commit your business to binding contracts;
(b)you will be purchasing the Products for use in your business;
(c)your business is resident in one of the Serviced Countries.
4. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
4.1 After placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Products. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (“Dispatch Confirmation”). The contract between us (“Contract”) will only be formed when we send you the Dispatch Confirmation.
4.2 The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
5. THIRD PARTIES – DISCLAIMER
5.1 We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking that products or services which you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller.
6. AVAILABILITY AND DELIVERY
6.1 Your order will be fulfilled by the delivery date (“Delivery Date”) set out in the Dispatch Confirmation or, if no delivery date is specified, then within [30 days OR a reasonable time] of the date of the Dispatch Confirmation, unless there are exceptional circumstances.
6.2 You agree that we are not liable for any delays in the delivery of the Products nor for any losses or damage that may arise as a result of our failure to deliver the Products.
6.3 You are responsible for ensuring that there is an authorised person available to take delivery of the Products and for the proper installation of the Products. It is your responsibility to ensure that access ways are clear and that the Products can be physically delivered and installed.
6.4 If you owe us any sums under any other Contracts you have with us we shall not be obliged to deliver Products to you until these sums are paid.
6.5 Delivery occurs when you, or any agent or nominee authorised by you, takes possession of the Products
6.6 You are responsible for our delivery costs.
6.7 If you fail to take delivery of the Products on the Delivery Date we may charge you for the aborted delivery costs and the costs of redelivering the Products to you.
6.8 We are only obliged to deliver the Products to the ground floor or curb side and shall not be responsible for unpacking, assembling, positioning or installing the Products.
6.9 Delivery may take place in instalments.
7. RISK AND TITLE
7.1 The Products will be your responsibility from the time of delivery.
7.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
7.3 Until we receive payment for the Products you must hold them on a fiduciary basis as our bailee and, where practicable, you must:
(a) store them separately from other products or equipment in your business;
(b) not remove, deface or obscure any identifying marks in respect of the Products; and
(c) maintain the Products in good repair and condition and insure the Products under an acceptable insurance policy for all risks for their full replacement value
7.4 If you do not pay for the Products by the due date for payment and fail to return them to us after we have given you notice then we, or our appointed agent, may enter any of your premises or those of any third party where the Products are stored in order to recover them.
7.5 We reserve the right to stop the delivery of Products in transit to you if payment has not been made at the time the Products have been dispatched to you.
PRICE AND PAYMENT
7.6 The price of the Products and our delivery charges will be as quoted on our site from time to time, except in cases of obvious error.
7.7 Product prices are quoted inclusive and exclusive of VAT. If the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
7.8 Product prices and delivery charges are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a Dispatch Confirmation.
7.9 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where the Products’ correct price is less than our stated price, we will charge the lower amount when dispatching the Products to you. If the Products’ correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Products, or reject your order and notify you that we are rejecting it.
7.10 If the pricing error is obvious and unmistakeable and could have reasonably recognised by you as an error, we do not have to provide the Products to you at the incorrect (lower) price.
7.11 Payment for all Products ordered through our site must be by BACS payment, credit or debit card. We will not charge your credit or debit card until we have sent you a Dispatch Confirmation. If your credit or debit card is rejected we may contact you to verify the information you have provided but shall not be obliged to do so.
7.12 You shall not be entitled to exercise any right of set-off ,withholding, deferment, abatement or deduction of any kind or any nature whatsoever in respect of any payments due to us against payments due to you from us.
7.13 We may charge you interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 in respect of any amounts due to us which are overdue.
You must inspect the Products when they have been delivered to you and notify us within 3 days in writing of any alleged defect or damage to them. If you do not notify us it will be presumed that the Products are free from damage or defect, are in accordance with their description and fit for your purpose. Where you notify us that the goods are defective or damaged you must give us an opportunity to inspect them and we shall either repair or replace them. We shall not be under an obligation to repair or replace Products that are the subject of minor defects and damage which do not affect their performance or operation.
9. RETURNS AND REFUNDS
9.1 If you have complied with Clause 8 above and we have agreed in writing that you may return the Products to us then the following will apply:
(a) You will be responsible for the cost of returning the Products to us;
(b) You must return the Products to us within 7 days of the date of our notice to you stating that you may return the Products;
(c) The Products must be returned to us in the condition in which they were first delivered to you together with all packaging material, brochures, and instruction manuals.
(d) We will examine the returned Products and will notify you of your refund via e-mail within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund. We will refund the price of defective Products in full subject to any deductions we may reasonably be entitled to make due to your non compliance with 9.1 (a) to (c) above.
9.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase but may use another method at our sole discretion. We may levy a restocking or handling charge of 25% of the cost of the Products and shall deduct this sum from the refund of money due to you.
9.3 When you have fulfilled your obligations stated in clause 9.1(a) to (c) and we have repaid you any money in accordance with Clause 9.2 the Contract in respect of those Products will be cancelled.
9.4 For the avoidance of doubt you are not entitled to cancel any Contract formed under this Agreement.
10.1 We warrant to you that any Products purchased from us through our site, which have been manufactured by us will, on delivery [and for the following  months], conform in all material respects with their description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.
10.2 For any Products supplied by us which have not been manufactured by us the warranty shall be on the terms and for the period provided by the manufacturer and we do not give any warranty in respect of these.
11. OUR LIABILITY
11.1 Subject to clause 11.3, we shall be under no liability to you for any reason whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any indirect loss and/or expense (including, without limitation, loss of income or revenue, loss of business, loss of profits, loss of anticipated savings, loss of data, or management, administration or legal expenses).
11.2 Our total liability to you in respect of all other losses arising under or in respect of any Contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited to the purchase price of the Products which are the subject of the loss.
11.3 Nothing in this Agreement excludes or limits our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
11.4 Where you buy any Products from a third party seller through our site, the seller’s individual liability will be set out in the seller’s terms and conditions.
12. IMPORT DUTY
12.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
12.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
13. INTELLECTUAL PROPERTY
13.1 If we make any designs or drawings for you in respect of the Products (including drawings showing the installation of the Products at your premises) then the copyright and design rights in the drawings and designs shall remain vested in us. We will licence you to use the drawings and designs in your business but you must not make them available to any third party or sub licence them to others.
13.2 You warrant that all designs and drawings that we make will not infringe any patent, registered design, trade mark or copyright and agree to indemnify us for and against any action taken by a third party in respect of any alleged infringement.
13.3 You authorise us to use any design and drawings in our advertising, marketing and other business material.
DATA PROTECTION ACT 1998
14.1 You confirm that where you are an individual we may:
(a) Collect, retain and use any information about you for the purpose of assessing your credit worthiness or marketing products and services to you;
(b) Disclose this information to third parties, including credit reference agencies and debt collection agencies; and
(c) Use information about you to monitor and analyse the conduct of your business with us
14.2 If you are an individual, you shall have the right on payment of a fee to request a copy of the information we hold on you and request us to correct any incorrect information which we hold on you.
15.1 Either party may terminate this Agreement by giving one month’s notice to the other party in accordance with clause 17 with such notice to expire at the end of the one month period. Termination of the Agreement will not affect any rights or obligations that existed prior to the date of termination.
15.2 We may terminate the Agreement without notice if you suffer an Insolvency Event as defined in 15.3 below. If we terminate the Agreement in accordance with this clause then we shall be entitled to cancel any Contracts for the delivery of Products. If we cancel these Contracts then our sole liability to you shall be to repay you any sums you have paid in respect of those Products.
15.3 An Insolvency Event includes any application to the court for an administration order or the giving of a notice of an appointment or an intention to appoint an administrator or liquidator or if you propose any scheme of arrangement with your creditors, or you propose a voluntary arrangement, or are unable to pay your debts, as and when they fall due, or you have a receiver appointed or a petition is presented, or resolution passed, for the appointment of an administrative receiver or for your winding up, or a petition is presented for your bankruptcy, or you cease to trade.
15.4 We shall repay any sums due to you, following our cancellation of the Contracts in accordance with 15.2, within 30 (thirty) days of the date of cancellation but shall be entitled to deduct amounts you owe us prior to making such repayment.
17. YOU MUST NOTIFY US IF YOU INTEND TO DISPOSE OF ALL OR ANY PART OF THE PRODUCTS THAT ARE SUBJECT OF THE WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT DIRECTIVE (“WEEE DIRECTIVE”) AND ALLOW US 7 (SEVEN) DAYS TO COLLECT SUCH PRODUCTS AND DISPOSE OF THEM IN ACCORDANCE WITH THE WEEE DIRECTIVE. WE SHALL CHARGE YOU FOR THE COST OF COLLECTING AND DISPOSING OF THE PRODUCTS OR PART OF ANY PRODUCT. WRITTEN COMMUNICATIONS
When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Flexicold (UK) Limited at Charwell House, Wilsom Road, Alton, Hampshire, GU34 We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 16 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
19. TRANSFER OF RIGHTS AND OBLIGATIONS
19.1 This Agreement and any Contracts formed under it between you and us is binding on you and us and on our respective successors and assignees.
19.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
19.3 We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement or a Contract, or any of our rights or obligations arising under them at any time.
20. EVENTS OUTSIDE OUR CONTROL
20.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).
20.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) material disruption to the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) material disruption to the use of public or private telecommunications networks;
(f) the acts, decrees, legislation, regulations or restrictions of any government; and
(g) pandemic or epidemic.
20.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
21.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
21.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
21.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 17 above.
If any court or competent authority decides that any of the provisions of the terms and conditions of this Agreement or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
23. ENTIRE AGREEMENT
23.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us or our agents relating to the subject matter of any Contract.
23.2 You acknowledge that, in entering into a Contract with us that you have not relied, on, or have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement or the Contracts.
23.3 Nothing in this clause limits or excludes any liability for fraud.
24. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
24.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
24.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
25. LAW AND JURISDICTION
Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
THIRD PARTY RIGHTS
A person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.