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Terms & Conditions

DEFINITIONS

- "The Fridge Warehouse Ltd " shall mean The Fridge Warehouse Limited, or any agents or employees thereof. Any rental agreement will also form part of these terms and conditions of trade. If there is any conflict between these terms and conditions of trade and any rental agreement then these terms and conditions of trade shall prevail.
- "Customer" shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from The Fridge Warehouse Ltd.
- "Goods " shall mean:

  • all Goods of the general description specified on the front of this agreement and supplied by The Fridge Warehouse Ltd to the Customer; and
  • all Goods supplied by The Fridge Warehouse Ltd to the Customer; and
  • all inventory of the Customer that is supplied by The Fridge Warehouse Ltd; and
  • all Goods supplied by The Fridge Warehouse Ltd and further identified in any invoice issued by The Fridge Warehouse Ltd to the Customer, which invoices are deemed to be incorporated into and form part of this agreement; and
  • all Goods that are marked as having been supplied by The Fridge Warehouse Ltd or that are stored by the Customer in a manner that enables them to be identified as having been supplied by The Fridge Warehouse Ltd; and
  • all of the Customer's present and after-acquired Goods that The Fridge Warehouse Ltd has performed work on or to or in which goods or materials supplied or financed by The Fridge Warehouse Ltd have been attached or incorporated.
  • The above descriptions may overlap but each is independent of and does not limit the others.

- "Goods " shall also mean all goods, products, services and advice provided by The Fridge Warehouse Ltd to the Customer and shall include without limitation the sale and servicing of new and used commercial refrigeration equipment and all associated Goods and Services and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods by The Fridge Warehouse Ltd to the Customer.
- "Price" shall mean the cost of the Goods as agreed between The Fridge Warehouse Ltd and the Customer and includes all disbursements eg charges The Fridge Warehouse Ltd pay to others on the Customer's behalf subject to clause 4 of this contract.

ACCEPTANCE

- Any instructions received by The Fridge Warehouse Ltd from the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.

COLLECTION AND USE OF INFORMATION

- The Customer authorises The Fridge Warehouse Ltd to collect, retain and use any information about the Customer, for the purpose of assessing the Customer's credit worthiness, enforcing any rights under this contract, or marketing any Goods provided by The Fridge Warehouse Ltd to any other party.
- The Customer authorises The Fridge Warehouse Ltd to disclose any information obtained to any person for the purposes set out in clause 3.1.
- Where the Customer is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.

PRICE

- Where no price is stated in writing or agreed to orally the Goods shall be deemed to be sold at the current amount as such Goods are sold by The Fridge Warehouse Ltd at the time of the contract.
- The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods that is beyond the control of The Fridge Warehouse Ltd between the date of the contract and delivery of the Goods.

PAYMENT

- Payment for Goods shall be made in full on or before the 20th day of the month following the date of the invoice ("the due date").
- Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
- Any expenses, disbursements and legal costs incurred by The Fridge Warehouse Ltd in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor's fees or debt collection agency fees.
- Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
- A deposit may be required.

QUOTATION

- Where a quotation is given by The Fridge Warehouse Ltd for Goods:

  • Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
  • The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;

- Where Goods are required in addition to the quotation the Customer agrees to pay for the additional cost of such Goods.

RISK

- The Goods remain at The Fridge Warehouse Ltd's risk until delivery to the Customer.
- Delivery of Goods shall be deemed complete when The Fridge Warehouse Ltd gives possession of the Goods directly to the Customer or possession of the Goods is given to a carrier, courier, or other bailee for purposes of transmission to the Customer.
- The time agreed for delivery shall not be an essential term of this contract unless the Customer gives written notice to The Fridge Warehouse Ltd making time of the essence.
- Where The Fridge Warehouse Ltd delivers Goods to the Customer by instalments and The Fridge Warehouse Ltd fails to deliver or supply one or more instalments the Customer shall not have the right to cancel the contract but shall have the right to claim compensation as a severable breach.

TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)

- Title in any Goods supplied by The Fridge Warehouse Ltd passes to the Customer only when the Customer has made payment in full for all Goods provided by The Fridge Warehouse Ltd and of all other sums due to The Fridge Warehouse Ltd by the Customer on any account whatsoever. Until all sums due to The Fridge Warehouse Ltd by the Customer have been paid in full, The Fridge Warehouse Ltd has a security interest in all Goods.
- If the Goods are attached, fixed, or incorporated into any property of the Customer, by way of any manufacturing or assembly process by the Customer or any third party, title in the Goods shall remain with The Fridge Warehouse Ltd until the Customer has made payment for all Goods, and where those Goods are mixed with other property so as to be part of or a constituent of any new Goods, title to these new Goods shall deemed to be assigned to The Fridge Warehouse Ltd as security for the full satisfaction by the Customer of the full amount owing between The Fridge Warehouse Ltd and Customer.
- The Customer gives irrevocable authority to The Fridge Warehouse Ltd to enter any premises occupied by the Customer or on which Goods are situated at any reasonable time after default by the Customer or before default if The Fridge Warehouse Ltd believes a default is likely and to remove and repossess any Goods and any other property to which Goods are attached or in which Goods are incorporated. The Fridge Warehouse Ltd shall not be liable for any costs, damages, expenses or losses incurred by the Customer or any third party as a result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. The Fridge Warehouse Ltd may either resell any repossessed Goods and credit the Customer's account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and credit the Customer's account with the invoice value thereof less such sum as The Fridge Warehouse Ltd reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
- Where Goods are retained by The Fridge Warehouse Ltd pursuant to clause 8.3 the Customer waives the right to receive notice under s.120 of the Personal Property Securities Act 1999 ("PPSA") and to object under s.121 of the PPSA.
- The following shall constitute defaults by the Customer:

  • Non payment of any sum by the due date.
  • The Customer intimates that it will not pay any sum by the due date.
  • Any Goods are seized by any other creditor of the Customer or any other creditor intimates that it intends to seize Goods.
  • Any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to The Fridge Warehouse Ltd remains unpaid.
  • The Customer is bankrupted or put into liquidation or a receiver is appointed to any of the Customer's assets or a landlord distains against any of the Customer's assets.
  • A Court judgment is entered against the Customer and remains unsatisfied for seven (7) days.
  • Any material adverse change in the financial position of the Customer.

- If the Credit Repossession Act applies to any transaction between the Customer and The Fridge Warehouse Ltd, the Customer has the rights provided in that Act despite anything contained in these terms and conditions of trade.

SECURITY INTEREST FOR SERVICE PROVIDERS

- The Customer gives The Fridge Warehouse Ltd a security interest in all of the Customer's present and after-acquired property that The Fridge Warehouse Ltd has performed services on or to or in which goods or materials supplied or financed by The Fridge Warehouse Ltd have been attached or incorporated.

PAYMENT ALLOCATION

- The Fridge Warehouse Ltd may in its discretion allocate any payment received from the Customer towards any invoice that The Fridge Warehouse Ltd determines and may do so at the time of receipt or at any time afterwards and on default by the Customer may reallocate any payments previously received and allocated. In the absence of any payment allocation by The Fridge Warehouse Ltd, payment shall be deemed to be allocated in such manner as preserves the maximum value of The Fridge Warehouse Ltd's purchase money security interest in the Goods.

LIABILITY

- The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon The Fridge Warehouse Ltd which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on The Fridge Warehouse Ltd, The Fridge Warehouse Ltd's liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
- Except as otherwise provided by clause 11.1 The Fridge Warehouse Ltd shall not be liable for:

  • Any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods provided by The Fridge Warehouse Ltd to the Customer; and
  • The Customer shall indemnify The Fridge Warehouse Ltd against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of The Fridge Warehouse Ltd or otherwise, brought by any person in connection with any matter, act, omission, or error by The Fridge Warehouse Ltd its agents or employees in connection with the Goods.

WARRANTY

- Manufacturer's warranty applies where applicable.
- Any written warranty that The Fridge Warehouse Ltd provide to the Customer will also form part of these terms and conditions of trade.
- No representation, condition, warranty or premise expressed or implied by law or otherwise applies to the Goods except where goods are supplied or services provided pursuant to the Consumer Guarantees Act 1993 or except where expressly stated in this contract.
- The Fridge Warehouse Ltd does not provide any warranty that the Goods are fit and suitable for the purpose for which they are required by the Customer and shall not be liable if they are not.

CONSUMER GUARANTEES ACT

- The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the Customer acquires Goods from The Fridge Warehouse Ltd for the purposes of a business in terms of section 2 and 43 of that Act.

HIRE OF EQUIPMENT

- Where equipment is hired from The Fridge Warehouse Ltd:

  • The Customer shall not part with the possession of the equipment and shall not sublet, or sell, or attempt to alienate the equipment in any way, or deal with the equipment in any way that may be prejudicial to The Fridge Warehouse Ltd.
  • The Customer shall be liable for any damage to or loss of the equipment hired however caused and in the event of any equipment being damaged, lost or stolen the Customer shall pay to The Fridge Warehouse Ltd the cost of making good the repair to the equipment or the cost of replacing the equipment whichever is the lesser.
  • The Customer shall on request by The Fridge Warehouse Ltd advise of the whereabouts of any hired equipment and gives The Fridge Warehouse Ltd irrevocable licence to enter any premises within its control for the purposes of inspecting, repairing, testing or removing the hired equipment and further if the Customer fails to pay any monies owing after the due date The Fridge Warehouse Ltd may enter any premises and take possession and remove the hired equipment.
  • The Customer shall take proper care of and use the equipment in a manner or to such an extent that a reasonable Customer would and according to any manufacturer's specifications and instructions if any given by the supplier AND shall maintain the equipment in a good and clean condition PROVIDED THAT any repair work necessary shall be notified to The Fridge Warehouse Ltd and executed by The Fridge Warehouse Ltd and for such purpose The Fridge Warehouse Ltd shall be entitled to possession of the equipment. The Customer will be liable for any repair or replacement costs if any hired equipment is misused; and
  • The Customer shall be liable for the costs of cleaning equipment returned in a dirty condition AND unless otherwise agreed in writing shall be responsible for the delivery and return of the equipment; and
  • Without prejudice to any other remedies available to The Fridge Warehouse Ltd and notwithstanding any period of hire specified, The Fridge Warehouse Ltd may terminate this hire contact at any time.

 

PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES

- If the Customer is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for The Fridge Warehouse Ltd agreeing to supply Goods and grant credit to the Customer at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to The Fridge Warehouse Ltd the payment of any and all monies now or hereafter owed by the Customer to The Fridge Warehouse Ltd and indemnify The Fridge Warehouse Ltd against non-payment by the Customer. Any personal liability of a signatory hereto shall not exclude the Customer in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and Customer shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.

MISCELLANEOUS

- The Fridge Warehouse Ltd shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
- Failure by The Fridge Warehouse Ltd to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations The Fridge Warehouse Ltd has under this contract.
- If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
- The client shall not assign all or any of its rights or obligations under this contract without the written consent of The Fridge Warehouse Ltd.