Chiller Engineer & Process Cooling Specialists Providing Chiller Sales, Services and Hire Solutions.
Legal & Commercial
Terms & Conditions
for the Sale of Chillers & Cooling Equipment
These terms govern all sales of chiller units and cooling equipment by Evolution Cooling Ltd. Separate terms apply to our equipment hire services.
These terms apply to sales of chiller units and cooling equipment only. If you are enquiring about equipment hire, please refer to our separate Hire Terms & Conditions. By placing an order with Evolution Cooling Ltd, you agree to be bound by the terms set out below.
1
Definitions
The Seller
Evolution Cooling Ltd, registered in England & Wales (No. 11983050), trading from Unit 10 Ash Court, Crystal Drive, Smethwick, B66 1QG.
The Buyer
The individual, company, or organisation purchasing goods and/or services from the Seller.
The Goods
Chiller units, cooling systems, and any associated equipment supplied by the Seller under a Contract.
The Services
Commissioning, installation support, maintenance, and any additional services provided by the Seller under a Contract.
The Contract
The legally binding agreement between the Seller and the Buyer for the supply of Goods and/or Services, incorporating these Terms & Conditions.
Service Contract
A separate agreement for ongoing planned preventative maintenance (PPM) and servicing, as set out in Section 9.
2
Quotations
2.1
A quotation from the Seller does not constitute a binding offer and may be amended or withdrawn at any time prior to acceptance by the Buyer.
2.2
All quotations are valid for 30 days from the date of issue, unless a different validity period is stated on the quotation. After expiry, prices are subject to revision.
2.3
All quotations are subject to the availability of stock and prevailing market conditions at the time of order confirmation. The Seller reserves the right to withdraw or amend a quotation if market conditions change materially.
2.4
Product descriptions, specifications, and performance data included in quotations, brochures, and marketing materials are provided for guidance only and do not form part of the Contract unless expressly confirmed in writing. The Seller reserves the right to modify specifications without prior notice where these do not materially affect performance.
2.5
A Contract is formed when the Seller issues a written order acknowledgement, dispatches the Goods, or commences the Services — whichever occurs first. Any conflicting terms in the Buyer's purchase order shall not apply unless expressly agreed in writing by the Seller.
3
Pricing & VAT
3.1
All prices are quoted exclusive of VAT unless otherwise stated. VAT will be charged at the prevailing rate (currently 20%) and shown separately on all invoices.
3.2
Prices are based on prevailing costs of materials, labour, freight, and currency exchange rates at the time of quotation. The Seller reserves the right to adjust prices prior to order confirmation if material cost changes occur.
3.3
Where no prior written quotation has been provided, the Seller's standard list price applicable at the time of dispatch will apply.
3.4
Delivery, offloading, installation, and commissioning costs are not included in the unit price unless explicitly stated in the quotation. These will be quoted separately on request.
4
Payment Terms
4.1
Orders below £3,000 (ex. VAT): Full proforma payment is required before goods are dispatched or services are provided.
4.2
Orders of £3,000 or more (ex. VAT): Payment is staged as follows:
50%
On order
placement
placement
40%
Prior to
dispatch
dispatch
10%
On
commissioning
commissioning
4.3
Non-contract customers: Regardless of order value, full proforma payment is required before goods are dispatched or services are provided.
4.4
All invoices are due within 30 days of the invoice date unless otherwise agreed in writing. The Seller reserves the right to charge interest on overdue amounts at 2% per month from the due date until payment is received in full.
4.5
The Seller reserves the right to suspend deliveries or withhold services where the Buyer has outstanding overdue payments on any account.
4.6
All payments must be made in full without deduction or set-off, unless expressly agreed in writing by the Seller.
5
Delivery
5.1
Ex-stock items: Estimated delivery within 3–5 working days from receipt of a confirmed order, unless otherwise stated.
5.2
Non-stock / made-to-order items: Estimated delivery within 4–8 weeks from receipt of a confirmed order and deposit payment. Lead times are confirmed at point of order.
5.3
All delivery dates are estimates only. While the Seller will make every reasonable effort to meet agreed dates, these cannot be guaranteed. The Seller is not liable for any loss or costs arising from delivery delays caused by circumstances outside its reasonable control.
5.4
Offloading and final positioning are the Buyer's responsibility unless otherwise agreed in writing. This includes provision of any cranage, forklift, or specialist handling equipment required. The Seller will advise on equipment requirements upon request.
5.5
The Buyer is responsible for ensuring accurate and accessible delivery details are provided. The Seller accepts no liability for costs arising from incorrect delivery information.
5.6
If the Buyer is unable to accept delivery on the agreed date, the Seller reserves the right to charge storage, redelivery, and any additional handling costs incurred.
5.7
Partial deliveries may be made where necessary and shall be invoiced separately. Each partial delivery constitutes a separate transaction under these Terms.
6
Risk & Title
6.1
Risk in the Goods passes to the Buyer upon delivery to the specified delivery address.
6.2
Title to the Goods remains with Evolution Cooling Ltd until full payment has been received. Until title passes, the Buyer holds the Goods as bailee for the Seller.
6.3
The Seller reserves the right to repossess any Goods for which payment is overdue, including the removal of installed equipment where necessary. The Buyer grants the Seller irrevocable licence to enter its premises for this purpose.
6.4
The Buyer must store unpaid Goods separately, clearly identified as the Seller's property, and adequately insured against loss, theft, or damage at full replacement value.
6.5
Claims for shortages or visible damage must be reported in writing within 3 working days of receipt of the Goods. Claims for non-delivery must be submitted within 14 days of the expected delivery date.
7
Warranty
7.1
New equipment is warranted to be free from defects in materials and workmanship for a period of 12 months from the date of delivery, subject to the conditions in this section.
7.2
Used or refurbished equipment carries a warranty of 6 months from the date of delivery, subject to the conditions in this section.
7.3
Warranty activation: All equipment must be commissioned by Evolution Cooling Ltd or by a suitably qualified engineer. A completed commissioning report must be submitted to [email protected] within 30 days of delivery. Failure to provide this report will invalidate the warranty.
7.4
Maintenance requirement: To maintain warranty validity, a minimum of two planned preventative maintenance (PPM) visits per year by a qualified refrigeration engineer are required. The refrigeration circuit must be maintained in compliance with F-Gas regulations (EC 517/2014 and UK successor legislation).
7.5
The warranty does not cover defects or failures arising from: improper installation not carried out by or under the supervision of Evolution Cooling Ltd; misuse, neglect, or accidental damage; unauthorised modifications or repairs; failure to carry out recommended maintenance; use of non-approved refrigerants or consumables; or normal wear and tear.
7.6
Extended warranty options may be available at additional cost and must be purchased at the time of the original order. Please ask your sales contact for details.
7.7
The Seller does not warrant that the Goods are fit for any specific application or purpose unless this has been expressly confirmed in writing as part of the Contract.
8
Commissioning
8.1
Commissioning is not included in the standard supply price unless explicitly stated in the quotation. It is available as an additional service — please request pricing at quotation stage.
8.2
We strongly recommend commissioning by Evolution Cooling Ltd. This ensures correct setup, protects your warranty, and provides a compliant commissioning record — which may be required for insurance and regulatory purposes, particularly in medical, industrial, or food-related environments.
8.3
Where commissioning is carried out by a third party, a full commissioning report signed by a suitably qualified and F-Gas registered engineer must be submitted to the Seller. The Seller accepts no responsibility for issues arising from third-party commissioning.
8.4
The Buyer is responsible for ensuring that all mechanical, electrical, and civil infrastructure required for installation is in place and ready prior to the commissioning visit. Any abortive call-out costs resulting from the site not being ready will be charged to the Buyer.
9
Service & Maintenance Contracts
9.1
The Buyer may enter into a Service Contract with the Seller for the ongoing PPM and servicing of the Goods supplied. Service Contract terms are set out in a separate Service Level Agreement (SLA).
9.2
Service Term: The duration of each Service Contract is specified in the SLA. A renewal quotation will be issued no later than 30 days prior to contract expiry. If no written authorisation is received before expiry, the Service Contract will terminate automatically at the end of the current term.
9.3
Scope of maintenance: During the Service Term, the Seller will provide maintenance visits in accordance with the SLA. Spare parts provided during maintenance will become part of the equipment; removed parts remain the property of the Seller.
9.4
Buyer obligations: The Buyer must maintain the equipment in suitable premises and conditions as specified in the manufacturer's Operating Manual, notify the Seller promptly of any faults or abnormal operation, and must not allow third parties to carry out repairs or modifications without the Seller's prior written consent.
9.5
Out-of-scope work: Any work required as a result of issues falling outside the agreed maintenance scope, or caused by the Buyer's failure to meet their obligations, will be charged at the Seller's standard labour and parts rates.
9.6
Cancellation: The Buyer may cancel a Service Contract within the first 30 days at no charge, provided no services have yet been performed. After this period, 30 days' written notice is required. No refund will be provided for any unexpired portion of the contract term.
10
Liability
10.1
Nothing in these Terms limits or excludes the Seller's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
10.2
Subject to clause 10.1, the Seller's total liability arising under or in connection with the Contract shall not exceed the total price paid by the Buyer under that Contract.
10.3
The Seller shall not be liable for any indirect, consequential, or special loss, including loss of profit, loss of revenue, loss of production, or business interruption, even if such loss was foreseeable or the Seller had been advised of its possibility.
10.4
The Seller accepts no liability for defects arising from: improper handling or storage by the Buyer or third parties; failure to follow installation, commissioning, or operating instructions; unauthorised modifications; or use of non-approved refrigerants or consumables.
11
Cancellation & Returns
11.1
Chiller units and cooling equipment are manufactured or procured to meet the specific requirements of the Buyer. Orders may not be cancelled once placed unless agreed in writing by the Seller.
11.2
Any agreed cancellation may incur a cancellation charge of up to 100% of the order value, depending on the stage of manufacture or procurement at the time of cancellation. The Seller will advise the applicable charge at the time of the cancellation request.
11.3
Goods that are ex-stock and have not been modified or dispatched may be eligible for return, subject to a restocking charge of up to 25% and only where the Seller has provided prior written agreement.
11.4
Returned Goods must be in their original condition and packaging. The Seller reserves the right to refuse returns that do not meet this requirement.
12
GDPR & Data Protection
12.1
The Seller processes personal data in compliance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
12.2
Personal data collected in connection with a Contract is used solely for the purposes of order fulfilment, delivery, invoicing, warranty management, and ongoing customer communication.
12.3
The Seller does not sell or share personal data with third parties except where required to fulfil the Contract (e.g. delivery partners) or where required by law.
12.4
The Buyer's contacts have the right to access, correct, or request deletion of their personal data at any time by contacting [email protected].
13
Force Majeure
13.1
The Seller shall not be in breach of the Contract or liable for any delay or failure to perform its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control — including but not limited to: acts of God, natural disasters, pandemic or epidemic, war or civil unrest, labour disputes, fire, flood, government-imposed restrictions, or failure of third-party suppliers or logistics providers.
13.2
In such circumstances the Seller will notify the Buyer as soon as practicable and will use reasonable endeavours to minimise the impact of the delay. If the delay exceeds 90 days, either party may terminate the Contract by written notice without liability to the other, save that the Seller shall refund any advance payments made for Goods not yet dispatched.
14
Governing Law & Disputes
14.1
These Terms & Conditions and any Contract formed under them are governed by and construed in accordance with the laws of England and Wales.
14.2
Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
14.3
Before initiating formal proceedings, both parties agree to attempt resolution through good-faith negotiation for a period of not less than 30 days.