Terms & Conditions


1.1 In these conditions the following expressions shall where the context so admits be deemed to have the following meanings:
“Agreement” means any agreement made subject to these Conditions which shall incorporate the Service Statement
“Company” means BW Refrigeration & A/C Ltd, Unit 2 Canada Buildings, Battery Road, Great Yarmouth, NR30 3NN (registered 4315819)
“Customer” means the person, firm, company or other body named entering into this agreement with BW Refrigeration & A/C Ltd
“Customer Information” means any Document or other materials, and any data or other information provided by the Customer to the Company relating to the Service
“Document” Includes, in addition to a document in writing, a map, plan, chart, design, diagram, drawing, manual, specification, sketch, picture or other image, or any other record of any information in any form
“Goods” means all goods, materials, equipment supplied by the Company to the Customer
“Service” means the service to be provided by the Company for the Customer as specified in the Service Agreement
“Service Agreement” means the written Agreement to be provided by the Company to the Customer and for the Customer to sign before the Company will provide the Service
1.2 The headings to the clauses are for ease of reference only and shall not affect the interpretation or construction of these Conditions or the Agreement



2.1 The Company shall provide the Service to the Customer in accordance with the Agreement subject to these Conditions. Any changes or additions to the Service must be agreed in writing by the Company and the Customer
2.2 Further details about the Service, and advice or recommendations about its provision or utilisation, which are not given in the Service Agreement, may be made available on written request
2.3 The company may correct any typographical or other errors or omissions in the Service Agreement or other document relating to the provision of the Service without liability to the Customer
2.4 The Company’s employees or agents are not authorised to make any representations or recommendations or give any advice concerning the Service unless expressly confirmed by the Company in writing
2.5 The Company may at any time without notifying the Customer make any changes to the Service which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Service
2.6 The Company shall provide the Service and/or deliver the Goods ordered by the Customer on the dates specified in the Service Agreement, but the time of delivery shall not be of the essence of the Agreement



3.1 The Customer warrants that it has authority and the necessary third party consents (where applicable) to instruct the Company to provide the Service, including allowing the Company’s representatives access to any location or premises
3.2 The customer shall be responsible for costs incurred by the Company if the Company’s representatives are unable to gain access to the location/premises for an agreed appointment
3.3 Once the Goods have been delivered by the Company to the Customer (or to an agreed delivery point) the Goods shall be in the sole risk of the Customer. Upon delivery of the Goods the Customer shall accordingly insure the Goods against loss or damage. Following delivery the Company will only be liable for damage caused to the Goods by its own employees or supervised operatives
3.4 The Customer shall at its own expense supply the Company with all necessary Documents and all necessary data or other information relating to the Service within sufficient time to enable the Company to provide the Service in accordance with the Agreement. The Customer shall ensure the accuracy of all the Customers information
3.5 The Customer shall at its own expense retain duplicate copies of all the Customer’s information. The Company shall have no liability for any such loss or damage, however caused, to the Customers Information



4.1 Subject to any special terms agreed in writing, the Customer shall pay the Company’s Standard Charges and any additional sums which are agreed between the Company and the Customer for the provision of the Service or which in the company’s sole discretion are required as a result of the Customers instruction
4.2 All charges quoted to the Customer for the provision of the Service are exclusive of Value Added Tax, for which the Customer shall be additionally liable at the applicable rate. All charges are payable in pound sterling
4.3 The Company’s standard charges and any additional sums payable shall be paid by the Customer together with any applicable Value Added Tax, within 30 days of the date of the company invoice
4.4 The Company reserves the right to request interim payment(s) from the Customer during the course of the Service carried out, for materials, Goods delivered and for work completed by the Company
4.5 If payment is not made on the due date the Company shall be entitled without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of Barclays Bank Plc. from the due date until the outstanding amount it paid in full.
4.6 The Company in its sole discretion reserves the right to set up a credit limit with certain customers (such limit and terms to be agreed in writing by the Company)



5.1 The Company warrants that it will act in good faith towards the Customer and that it will provide the Service / Repair using reasonable care and skill and, as far as reasonably possible, in accordance with the Service Agreement
5.2 Should a Company representative fail to arrive for an agreed appointment, the Customer may elect for a new appointment at a mutually agreed time
5.3 The Company shall have no liability to the Customer for any loss, damage, costs, expenses or other claims for compensation arising from any Customer’s information or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer
5.4 The entire liability of the Company under or in connection with the Agreement shall not exceed the amount of the Company’s charges for the provision of the Service
5.5 The Company shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Service, if the delay or failure was due to any cause beyond the Company’s reasonable control



6.1 The Company is able to provide assistance in connecting any Goods supplied to electrical mains power, including fusing, isolator and distribution boards through reputable subcontractors
6.2 The Company is also able to provide building works in connection with installation of Goods supplied. However, the Company may from time to time sub-contract certain building works to reputable builders



7.1 The goods shall remain the property of the Company and the Customer will store the Goods in such a way that they are readily identifiable as the Company’s property until the Customer shall have paid the Company for the Goods in full and any other debts or moneys (or the balances thereof) owed to the Company by the Customer
7.2 Until such payment has been made to the Company and the title in the Goods has passed to the Customer, if the Goods have been delivered the Customer shall hold the Goods as Bailee for the Company and if the Customer sells and delivers the goods or any part thereof to any third party or if the Goods are or any part thereof shall be damaged, lost or destroyed then in a fiduciary capacity the Customer shall hold that proportion of the proceeds of sale or insurance against damage, loss or destruction referable to the outstanding payment in respect of Goods on trust of the Company. The Company reserves the immediate right of re-possession of any Goods to which it has retained title and in connection therewith the Company hereby irrevocably authorises the Company, Its employees or agents to enter the Customer’s premises during normal business hours to recover any such Goods



8.1 For the supply and installation of new Goods to Customers the Company provides as a minimum a full labour and parts guarantee, at the Company’s discretion to repair or replace without charge any defect, part, material, component or equipment which fails due to a defective manufacturing or workmanship for a period of 12 months (the “Guarantee Period”)
8.2 This Guarantee in clause 8.1 is provided on the following conditions:
a) The Goods must be maintained by the company or an approved organization in accordance with the manufacturer’s recommendations
b) The Goods are used or operated in accordance with instruction provided by the Company or the manufacturer
c) If the Goods are not maintained in accordance with the Company’s terms, or are maintained by a non-approved organization, the guarantee will become null and void. The manufacturer shall determine (and confirm in writing) if an organization is approved
d) The company’s guarantee is not transferable, should the Customer elect to use others for maintenance the Company’s liability may be limited to the provision of replacement parts only, but at the discretion of the manufacturer
e) For replacement parts supplied and fitted to systems not guaranteed by the Company, the guarantee provided by the Company shall be limited to that provided by the manufacturer of the part(s)
f) The Company cannot guarantee the Goods when warranty has expired for wherever reason. In particular, failures or defects found may be caused by other component failures of reasons beyond the Company’s control, which cannot be ascertained until initial repairs have been completed. Should any dispute arise in connection with such work the Company reserves the right to payment for work carried out
g) Where the Company is providing the Service as a sub-contractor the Company is unable to provide any guarantee in respect of Goods
h) The Company shall not be liable for any consequential loss or damage caused by Goods supplied
8.3 In respect of clause 8.1 the guarantee Period will normally commence from the date the Goods were purchased by the Company from the supplier



9.1 The Data Protection Act 1998 requires the Company to advise the Customer (where the Customer is an individual) that the Customers contract details will be held by the Company after the Company’s file is closed for 6 years. After this period the agreement will be destroyed



10.1 The Customer may postpone the Service at any time by giving 7 working days’ notice (in writing) to the Company prior to the day before a scheduled appointment without incurring any cost, provided that the Company has not already committed to unavoidable expenditure (e.g. purchase of Goods, travel costs, etc.), If the Company has already committed to such costs, the Customer shall reimburse the Company accordingly. Cancellation of the Service or failure by the Customer to give notice of postponement of the Service to the Company for any reason in accordance with clause 10.1 shall incur a charge to cover all costs already incurred by the Company



11.1 Maintenance work will only be carried out by the Company in accordance with the terms of its Maintenance Agreement (which incorporates the Company’s Service and Maintenance Conditions)
11.2 Any service repair, call-out or refurbishment work carried out but the Company shall be additional to the Service and the Company will provide a separate quotation to the Customer for the additional costs of doing such work



12.1 The Company may without prejudice to any other rights and remedies it may have determine the Agreement or any unfiled part of it without further work, delivers of make partial deliveries or work if (a) the Customer fails to make payment on the due date under this Agreement or any other agreement with the Company; (b) the Customer purports to cancel or suspend, or commit any breach of this Agreement or any other contract with the Company; and (c) if the Customer becomes insolvent (or bankrupt in the case of an individual) or makes any composition with its creditors or have an administrator or receiver appointed over all or any part of the Customer’s undertaking or assets or goes into liquidation and the Company shall be entitled to recover from the Customer any loss suffered including any loss of profits or loss on any re-sale



13.1 These conditions (together with the terms, if any, set out in the Service Statement) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute of otherwise, are excluded to the fullest extent permitted by law
13.2 The Company and the Customer acknowledge and agree that the Agreement shall not establish or constitute any partnership, joint venture, employment, or franchise between the parties
13.3 The company shall not be responsible for any delay or failure to carry out the Service for reasons beyond its reasonable control, including but not limited to the acts or omissions of a third party or the Customer’s failure to perform its obligations under this Agreement
13.4 A notice required or permitted to be given by either party to the other under the Agreement shall be in writing addressed to the 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 given the notice
13.5 No failure or delay by the Company in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right, and no waiver by the Company of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision
13.6 If any provision of the Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected



14.1 All work done and advice provided by the Company is for the use of the Customer only and should not be relied upon by anyone else. The Company’s duty of care is owed to the Customer only, not to third parties unless the Company has agreed otherwise in writing
14.2 No person other than the Customer may enforce the terms of the Agreement (or any other agreement) between the Company and the Customer by virtue on the Contracts (Rights of Third Parties) Act 1999


15 LAW

15.1 English law shall apply to the Agreement, and the parties agree to submit to the non-exclusive jurisdiction of the English courts