1. DEFINITIONS

In these Terms and Conditions:

1.1. “Company” means Ecofreeze Ltd.
1.2. “Contract” means the agreement between the Company and the Customer for the sale and supply of Products in accordance with these Terms and Conditions.
1.3. “Customer” means any person, firm, company or legal entity placing an order or purchasing Products from the Company.
1.4. “Delisted Date” refers to the date when the Company ceases supply of a Delisted Product.
1.5. “Delisted Product” means a Nominated Product that the Customer no longer wishes to receive.
1.6. “Food” refers to any food or beverage products.
1.7. “Listed Product” refers to a standard product in the Company’s regular offering, published online or in printed media.
1.8. “Nominated Product” means a product not sourced by the Company as part of its standard range but ordered at the Customer’s request.
1.9. “Sourced Product” means a product procured specifically to meet a Customer’s request and not part of the standard range.
1.10. “Statutory Interest” refers to the interest as defined in the Late Payment of Commercial Debts (Interest) Act 1998.
1.11. “Terms and Conditions” refers to these terms, as updated by the Company from time to time without notice.

2. APPLICABILITY OF TERMS

These Terms override any terms proposed by the Customer unless explicitly agreed to in writing. They are binding upon any order placed with Ecofreeze Ltd.

3. ORDERS & CONTRACT FORMATION

3.1. Orders placed through telesales, online, or otherwise constitute an offer by the Customer to purchase Products. A Contract forms upon order confirmation or dispatch by Ecofreeze Ltd.
3.2. Orders may require a minimum value of £50 depending on the delivery area.
3.3. Customers are responsible for the accuracy of their orders.
3.4. Prices are subject to change and are not binding offers.
3.5. All prices exclude taxes, which will be added to invoices.
3.6. Standard delivery is included; urgent or non-standard deliveries may incur additional charges.
3.7. Products are subject to availability.
3.8. The Contract is the full agreement. No external statements shall be binding.
3.9. Product imagery and suggestions are illustrative only.

4. TITLE & RISK

4.1. Risk transfers to the Customer upon delivery.
4.2. The Company is not liable for losses caused by the Customer’s handling or delivery environment.
4.3. Title remains with the Company until full payment is received.
4.4. Until title passes, Products must be stored safely and separately.
4.5. If the Customer becomes insolvent or defaults, the Company may reclaim its goods.

5. PAYMENT TERMS

5.1. Standard credit terms: 14 days from the end of the invoicing month.
5.2. Late payments may result in delivery suspension.
5.3. The Company reserves the right to demand immediate payment or take legal action.
5.4. Late payments incur Statutory Interest and a £25 admin fee.
5.5. Returned payments incur a £25 fee.
5.6. Credit terms may be withdrawn at the Company’s discretion.
5.7. The Company may set off any amounts owed by the Customer.

6. DELIVERY

6.1. Deliveries are made per the Company schedule. Delays beyond control are not grounds for claims.
6.2. The Customer must provide access and ensure someone is available to receive deliveries.
6.3. Delivery is complete upon unloading.
6.4. Failure to accept delivery may result in charges for return, waste, or loss.
6.5. Shelf-life issues do not justify refusal of late deliveries.
6.6. The Company may deliver in instalments.

7. ACCEPTANCE & CLAIMS

7.1. Customers must inspect deliveries and notify the Company of discrepancies upon delivery.
7.2. Visible damage or shortages must be reported within 24 hours. Retain the goods for inspection.

8. CANCELLATION

Orders may be cancelled or amended before 5:00pm on the day before delivery. After that, changes are at the Company’s discretion.

9. INSOLVENCY

If the Customer becomes insolvent or unable to pay debts, the Company may suspend or cancel the Contract and demand immediate payment for delivered goods.

10. WARRANTIES

10.1. The Company guarantees that all food products meet applicable UK food safety regulations.
10.2. Products must not be sold or distributed past their expiry. The Customer accepts full responsibility if this occurs.

11. LIABILITY LIMITATION

11.1. The Company does not exclude liability for death, injury or fraud.
11.2. Otherwise, liability is limited to replacing or refunding defective goods, and shall not exceed the order value.
11.3. The Company is not liable for defects caused by mishandling or if claims are made outside specified timeframes.

12. SOURCED PRODUCTS

12.1. Customers must forecast new product requirements.
12.2. Prices for sourced goods may change in line with supplier costs.
12.3. Unused, expired, or unsold sourced goods may still be charged in full.

13. FORCE MAJEURE

Events beyond the Company’s control (e.g., weather, supply chain issues, Brexit, strikes, etc.) may delay delivery or affect pricing. The Company is not liable for these disruptions.

14. CONFIDENTIALITY

14.1. Customers must not share confidential information about the Company.
14.2. Disclosure is only allowed to those needing the information or if legally required.
14.3. Confidential info may only be used to fulfil obligations under the Contract.

15. DATA PROTECTION

15.1. Both parties shall comply with UK data protection law.
15.2. Data will be processed only as necessary for fulfilling orders.
15.3. The Customer must ensure it has obtained any necessary consents.
15.4. The Company may appoint third-party data processors.

16. GENERAL

16.1. Delay in enforcing rights is not a waiver.
16.2. If a clause is invalid, the rest remain enforceable.
16.3. Online accounts must be used responsibly and are subject to website policies.
16.4. Calls and emails may be recorded.
16.5. The Company may assign its rights under the Contract.
16.6. Written notices must be sent by post.
16.7. Third parties cannot enforce any terms.
16.8. The Contract is governed by English law.
16.9. Partnerships are jointly and severally liable.
16.10. Authorised signatories bind the Customer.
16.11. Customers are liable for orders made with their account number.
16.12. The Company may update these Terms via its website.
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