GM COLDROOMS
MASTER B2B TERMS OF SALE, SUPPLY AND INSTALLATION
| Supplier | Gmcold Refrigeration Ltd trading as GM Coldrooms |
|---|---|
| Company number | 12766649 |
| Registered office | 92 The Pewfist, Bolton, United Kingdom, BL5 2EW |
| Registered in | England and Wales |
| Version | GMC-TC-B2B-v1.0 |
| Effective date | 12 October 2026 |
| Status | LIVE / EFFECTIVE – B2B only |
IMPORTANT B2B STATUS SAFEGUARD
These Terms are intended only for customers acting wholly or mainly for business purposes. They are not a consumer contract process. If a proposed customer is an individual acting wholly or mainly outside a trade, business, craft or profession, the order must not be accepted under these Terms and a separate compliant consumer process is required.
CONTROLLED-DOCUMENT NOTICE
This controlled final document is effective from 12 October 2026. The Company must preserve the exact Terms supplied with each accepted order. Later website revisions must not retrospectively alter an existing Contract.
1. Company, B2B scope and excluded activities
1.1 Gmcold Refrigeration Ltd, company number 12766649, trading as GM Coldrooms (the “Company”, “we”, “us” or “our”), supplies commercial cold rooms, freezer rooms, insulated panels, doors, refrigeration equipment and related goods, and may also provide project-specific survey, installation and commissioning services where expressly stated in an accepted Quotation.
1.2 These Terms apply only where the Customer is acting wholly or mainly for purposes relating to its trade, business, craft or profession (a “Business Customer”). A proposed consumer order must be held and dealt with under a separate approved consumer process.
1.3 Recurring service, maintenance, emergency attendance or call-out arrangements are not included in these master Terms unless a project-specific written schedule expressly incorporates them. Separate website terms of use are outside these Terms.
1.4 Nothing in these Terms transfers, excludes or limits any statutory duty or liability that cannot lawfully be transferred, excluded or limited.
2. Definitions and contract documents
2.1 “Customer” means the Business Customer identified in the accepted Quotation or order confirmation. “Goods” means the goods expressly included in the Contract. “Services” means the project-specific services expressly included in the Contract. “Site” means the delivery or installation location identified in the Contract.
2.2 “Quotation” means the Company’s final written quotation or proposal identified by its reference and revision. “Specification” means the written technical scope, drawings and other project information expressly incorporated into the Contract. “Contract” means the agreement formed in accordance with clause 4.
2.3 “Working Day” means a day other than a Saturday, Sunday or public holiday in England.
3. Quotations and validity
3.1 Unless a Quotation expressly states otherwise, it is valid for 14 calendar days from its date and is an invitation to place an order, not a binding offer by the Company.
3.2 After the validity period expires, prices, availability, scope and programme must be revalidated before the Company accepts an order.
3.3 Website content, calculator outputs, indicative layouts, photographs, illustrations and preliminary equipment selections are for enquiry or quotation purposes only unless expressly incorporated into the accepted Specification.
4. Contract formation and incorporation of these Terms
4.1 The Company’s standard acceptance route is: final Quotation; signed Customer acceptance; cleared deposit or other initial payment required by the Quotation; and the Company’s written order confirmation. No Contract is formed until the applicable steps have been completed, unless the Company expressly confirms a different route in writing under an authorised exception.
4.2 An enquiry, automated acknowledgement, pro-forma invoice, website submission, calculator result, Customer purchase order or payment made before written order confirmation does not by itself amount to acceptance by the Company.
4.3 The version of these Terms identified in or supplied with the accepted Quotation/order confirmation is incorporated into the Contract. The Company will preserve the accepted version as part of the contract record.
4.4 Procurement, manufacture or subcontractor release will not occur until the contractual release conditions in clause 8 are satisfied.
5. Order of precedence and Customer purchase orders
5.1 If Contract documents conflict, they apply in the following order to the extent of the conflict: (a) a later written variation expressly agreed by both parties; (b) the Company’s written order confirmation and accepted Quotation; (c) the final approved project Specification and drawings; (d) these Terms; and (e) other Company documents expressly incorporated by reference.
5.2 Customer purchase-order terms, procurement portal terms or other Customer standard conditions do not form part of the Contract unless the Company expressly accepts the relevant terms in writing.
5.3 If a Customer purchase order introduces additional or conflicting terms, procurement and performance must be held until the conflict is resolved in writing. Silence, administrative processing or preparatory activity is not intended as acceptance of Customer terms.
6. Specification, dimensions, drawings and Customer information
6.1 The Customer must review the final Quotation and Specification before acceptance, including dimensions, whether measurements are internal or external, panel thickness, door type/size/position, temperature duty, product use, access, racking/accessories and the installation location.
6.2 Bespoke rooms, shared-wall arrangements, custom doors and other made-to-order items require the final approved Specification and, where supplied, drawings before release.
6.3 The Customer is responsible for the accuracy and completeness of site, usage, product-load and operating information supplied by or on its behalf. The Company remains responsible for any design or verification work that it has expressly agreed to perform.
6.4 A site survey verifies only the matters expressly included in its written scope. It does not make the Company responsible for structural, electrical, drainage, ventilation, access, concealed-condition or other matters that were not expressly included and competently verified.
6.5 Where specialist structural, electrical, ventilation, drainage, fire, refrigerant or other competent-person input is required, the relevant matter must be verified before it is relied upon for manufacture, installation or commissioning.
7. Prices, VAT and variations
7.1 Prices are those in the accepted Quotation/order confirmation and are exclusive of VAT unless stated otherwise. VAT will be charged at the applicable rate.
7.2 Delivery, unloading, cranage, lifting equipment, survey, installation, refrigeration work, commissioning, electrical work, drainage, ventilation work, structural work, builders’ work, waste removal and handover documentation are included only where expressly stated in the accepted Quotation.
7.3 The Company will not unilaterally increase an agreed price merely because its costs change. A change requested by the Customer, a material difference in Customer-supplied information/site conditions, or additional work outside the agreed scope will be treated as a proposed variation.
7.4 A material variation is not binding until its scope, price and any programme effect are agreed in writing. The Company may suspend affected work while a material variation remains unresolved.
7.5 Where immediate action is reasonably necessary to prevent imminent injury or material damage and prior approval cannot reasonably be obtained, the Company may take proportionate safety measures. Any resulting charge will be limited to reasonable, evidenced cost and will be explained as soon as practicable.
8. Payment, deposit, credit and release controls
8.1 Deposits, stage payments, invoice dates and final balances are as stated in the accepted Quotation/order confirmation. The payment structure is intended to avoid the Company financing committed supplier, manufacturing or subcontractor exposure.
8.2 For supply-only orders, the balance will normally be due in cleared funds before dispatch unless the Company has expressly agreed otherwise in writing. For installed projects, stage payments will follow the project-specific payment schedule.
8.3 Open credit is not available by default. Any credit arrangement must be expressly agreed in writing by the Company.
8.4 If an undisputed sum is overdue, the Company may, after reasonable written notice, suspend further procurement, delivery or Services to the extent permitted by law until the overdue amount is paid.
8.5 The Company reserves any rights available under the Late Payment of Commercial Debts (Interest) Act 1998, including statutory interest and applicable recovery compensation/costs, unless a lawful alternative has been expressly agreed.
8.6 Nothing in this clause prevents the Customer from raising a genuine, particularised dispute about an invoice or exercising any right that cannot lawfully be excluded.
9. Bespoke goods and procurement/manufacturing release
9.1 Bespoke goods may include made-to-measure panels, custom doors, project-specific configurations and equipment procured or manufactured specifically for the accepted project.
9.2 The Company will not release bespoke manufacture or irreversible project procurement until it has the signed acceptance, cleared required deposit/initial payment, final approved Specification/drawings and written internal release for the order.
9.3 A Customer-requested change after release may not be technically or commercially possible and may result in additional reasonable, substantiated cost and programme impact, which will be dealt with as a variation.
10. Delivery, unloading, storage and Customer-caused delay
10.1 Delivery dates are estimates unless the accepted Quotation/order confirmation expressly states that a date is binding.
10.2 The accepted Quotation/order confirmation will state the delivery address and project-specific responsibility for unloading, cranage, lifting and movement to the installation position. If a material unloading responsibility has not been agreed, dispatch may be held until it is confirmed in writing.
10.3 The Customer must provide the access, delivery area, permits/inductions and receiving arrangements allocated to it in the Contract and must notify the Company promptly of any restriction that may prevent safe delivery.
10.4 The Customer should inspect delivered Goods promptly and record visible damage or shortages where practicable. Prompt reporting assists investigation but does not by itself remove a valid right relating to a concealed defect or breach.
10.5 If delivery or installation is delayed because the Customer cannot receive the Goods or provide an agreed Site requirement, the Company may recover reasonable, evidenced additional storage, handling, insurance, transport, redelivery and attendance costs actually incurred as a result, less costs reasonably avoided.
11. Risk
11.1 For supply-only Goods, risk of accidental loss or damage passes when the Goods are delivered to the agreed delivery point or collected by the Customer or its carrier, except to the extent loss or damage is caused by the Company’s breach or negligence.
11.2 For Goods supplied as part of an installation project, risk in the installed works passes on completion/handover under clause 14, unless the accepted Quotation/order confirmation expressly provides a different risk point.
11.3 Risk and legal title are separate. Clause 19 deals with title to unpaid, identifiable and separable Goods.
12. Site readiness and Customer responsibilities
12.1 The Customer must make the Site ready to the extent stated in the Contract. Project-specific matters may include safe access, floor/structure, dimensions, power supply and isolators, drainage, ventilation, unloading/internal access, permits/inductions, working space, other trades and known hazards.
12.2 The Customer must tell the Company about known hazards, restrictions and relevant Site information, including asbestos or suspected asbestos, concealed services, access limitations, floor/roof loading constraints, landlord rules and other contractors whose work may affect the project.
12.3 If a Customer-controlled Site condition makes work unsafe or materially prevents performance, the Company may suspend affected work, explain the reason, and propose a reasonable reattendance/reprogramming cost where the delay or additional cost is caused by the Customer.
12.4 Nothing in this clause transfers to the Customer a statutory duty that the law places on the Company or another dutyholder.
13. Installation, subcontracting, competence and statutory duties
13.1 Installation and commissioning are included only where expressly stated in the accepted Quotation. The Company currently uses project-specific third-party installers/engineers and may subcontract work where appropriate. Where the Company contracts to provide Services, it remains responsible to the Customer for performing those Services in accordance with the Contract and applicable law.
13.2 Each project must allocate electrical, drainage, ventilation, structural/floor-loading, access, alarm/monitoring and other technical interfaces according to the accepted scope. No company-wide allocation is implied by these Terms.
13.3 Construction (Design and Management) Regulations 2015 roles and duties are determined by the actual project facts. These Terms do not appoint, remove or transfer a statutory CDM dutyholder role contrary to law.
13.4 Where regulated F-Gas work forms part of the Contract, that work must not be undertaken unless the required company and individual certification for the party carrying out the work has been verified for the project. These Terms do not represent that the Company itself or any unnamed subcontractor holds a particular certificate.
13.5 Work requiring specialist competence must be carried out or verified by an appropriately competent person. The Company may pause affected work where necessary competence, information or Site conditions are not available.
14. Commissioning, completion, handover and snagging
14.1 Commissioning is included only where expressly stated. Where the Company commissions refrigeration, project-appropriate settings, stability, loading and acceptance criteria must be determined by a competent refrigeration engineer; no universal stabilisation period is created by these Terms.
14.2 An installed project is treated as complete for contractual handover when the agreed scope is completed, commissioning is completed where included, material snags are resolved or expressly accepted for later rectification, and the applicable agreed handover records have been provided.
14.3 Minor snags that do not prevent safe use may be recorded on an agreed snag list with a reasonable rectification plan. Recording a snag does not waive any valid contractual right.
14.4 The Customer must provide reasonable access for agreed snagging or warranty investigation.
15. Refrigeration performance, operation and stored goods
15.1 Refrigeration performance depends on the agreed design parameters, which may include ambient conditions, intended holding temperature, product type and loading, product entry temperature, heat load, door-opening frequency/duration, airflow, ventilation and electrical supply.
15.2 Unless the accepted Specification expressly states otherwise following competent technical review, a cold room or freezer room supplied under the Contract is for holding-temperature duty and must not be treated as designed for rapid chilling, blast chilling, blast freezing or rapid pull-down of large warm product loads.
15.3 The Customer must not load temperature-sensitive stock into a newly installed room until commissioning has been completed where included and the competent project criteria for stable operation have been satisfied.
15.4 After handover, the Customer is responsible for operating within the agreed design conditions and for routine stock management, temperature monitoring, alarms, contingency arrangements and maintenance except to the extent a particular item is expressly included in the Contract.
15.5 Customer monitoring and contingency obligations are risk-control measures. They do not create an automatic exclusion of any liability the Company may have under the Contract or applicable law.
16. Customer cancellation
16.1 Once a Contract is formed, the Customer may cancel only if the Company agrees in writing or if the Customer has a legal right to terminate.
16.2 Where the Company agrees to a cancellation, the Customer must pay amounts already due and the reasonable, evidenced costs and losses directly caused by the cancellation, which may include non-refundable supplier commitments, manufacture already released, subcontractor commitments, transport, storage and work performed, less costs reasonably avoided or recovered by mitigation.
16.3 Any deposit or other money already paid may be applied against sums properly due on cancellation. Any balance remaining after the agreed account is finalised will be returned; any shortfall remains payable.
16.4 This clause does not convert a lawful remedy for the Company’s breach into a discretionary cancellation.
17. Returns of conforming Goods
17.1 Returns of correctly supplied, conforming Goods are discretionary and require the Company’s prior written return authorisation.
17.2 Any accepted return conditions, transport arrangements and reasonable restocking/handling cost must be agreed before return. The Company will not rely on an invented fixed percentage where the actual basis has not been established.
17.3 Bespoke or special-order Goods may be refused as a discretionary return where they cannot reasonably be resold or returned to the supplier.
17.4 Nothing in this clause limits rights relating to Goods that do not comply with the Contract or applicable law.
18. Defects, legal obligations and commercial warranties
18.1 The Company will supply Goods and perform Services in accordance with the accepted Specification and applicable law. Services supplied by the Company are to be carried out with the reasonable care and skill required by law.
18.2 No universal additional commercial warranty period is created by these Terms. Any additional warranty applies only if and to the extent stated in the accepted Quotation, a manufacturer warranty supplied for the Goods, or a separate written Company warranty schedule incorporated into the Contract.
18.3 A warranty statement must identify, where relevant, duration, start point, covered components, parts, labour, travel/call-out, removal/reinstallation, maintenance requirements, reporting route and material exclusions. A manufacturer warranty does not automatically create a matching Company labour or travel warranty.
18.4 The Customer should report a fault promptly with the order reference, description, photographs where useful, operating conditions and reasonably available maintenance information. The Company may carry out reasonable investigation to establish cause.
18.5 Additional warranty cover may exclude loss caused by misuse, operation outside the accepted Specification, failure to carry out required maintenance, unsuitable utilities/site conditions, accidental damage or unauthorised third-party intervention, but only to the extent the exclusion is stated in the applicable warranty and is lawful.
18.6 If a reported fault is reasonably investigated and is not a covered defect, a diagnostic or call-out charge is payable only if the Customer was told of that possibility and basis of charge before the charge was incurred.
19. Title to unpaid Goods and recovery
19.1 To the extent lawful and effective, title to identifiable and separable Goods that have not been fully paid for remains with the Company until payment in full in cleared funds.
19.2 Until title passes, the Customer must take reasonable care of those Goods and, so far as practicable, keep them identifiable as supplied by the Company.
19.3 This clause does not create a right for the Company to enter premises without consent or lawful authority, and it does not create a self-help right to remove Goods that have become fixtures, have been incorporated into property or cannot lawfully or safely be separated.
19.4 The Company may seek return of unpaid, identifiable and separable Goods only with the Customer’s consent or through an appropriate lawful process. The Company’s primary protection remains the agreed payment/deposit structure, and its debt claim is not extinguished merely because recovery of Goods is unavailable.
20. Liability and allocation of responsibility
20.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
20.2 Subject to clause 20.1, the Company’s liability is determined by the Contract and applicable law. These Terms do not state a monetary liability cap and do not contain a general exclusion of stock or product loss.
20.3 The Company is not responsible to the extent a loss is caused by inaccurate or incomplete Customer information, Customer breach, misuse, operation outside the accepted Specification, failure to carry out required maintenance or monitoring, unauthorised intervention, or a Site/infrastructure condition or third-party activity that was outside the Company’s agreed scope and control. This clause does not excuse the Company from responsibility for its own breach, negligence or subcontracted performance for which it is legally responsible.
20.4 Each party must take reasonable steps to avoid or reduce loss after becoming aware of a problem. Recommendations that the Customer maintains alarms, contingency arrangements or insurance do not reduce any legal responsibility the Company otherwise has.
20.5 Any future proposal to introduce a monetary liability cap, an absolute stock/product-loss exclusion, a broad consequential-loss exclusion or similar limitation requires separate written approval and legal/insurance review and is not authorised by these Terms.
21. Suspension and termination for breach
21.1 Either party may give written notice requiring the other to remedy a material breach that is capable of remedy. If the breach is not remedied within a reasonable period stated in the notice, the notifying party may terminate the affected Contract to the extent permitted by law.
21.2 The Company may suspend affected performance on reasonable written notice where an undisputed payment is overdue, the Site is unsafe or materially unready, required Customer information/approval is missing, or continuing work would breach law or an applicable safety/competence requirement.
21.3 Suspension or termination does not affect accrued payment rights, liability for an earlier breach, or rights that by their nature continue after termination.
21.4 These Terms do not create an automatic termination right merely because a party enters an insolvency process; any insolvency-related right is subject to applicable insolvency law and any project-specific contract.
22. Events outside reasonable control
22.1 A party is not responsible for delay or failure to the extent caused by an event outside its reasonable control that it could not reasonably avoid or overcome, provided it gives reasonably prompt notice and takes reasonable steps to reduce the effect.
22.2 An event outside reasonable control does not excuse payment already due for Goods or Services already properly supplied.
22.3 The parties will discuss the programme and any reasonable mitigation where such an event materially affects performance. No fixed force-majeure termination period is created by these Terms; any project-specific termination right must be stated in the accepted Quotation/order confirmation or arise under law.
23. Intellectual property and project materials
23.1 Each party retains ownership of intellectual property that it owned before the Contract or creates independently of the Contract.
23.2 To the extent that the Company owns or is entitled to license project-specific drawings, calculations, branded layouts or other materials created for the Contract, the Customer receives a non-exclusive licence to use them for evaluating, receiving, operating and maintaining the project for which they were supplied.
23.3 The Customer must not remove Company branding, resell, rebrand, publish as another supplier’s work or use Company-owned project materials to misrepresent the source of Goods or Services, except with written permission or where the law permits.
23.4 Customer-provided drawings, logos and materials remain the Customer’s or relevant third party’s property. The Customer grants the Company a limited licence to use them only as reasonably necessary to quote, design, procure and perform the Contract.
23.5 Nothing in this clause represents that the Company owns third-party supplier photographs, logos, software, calculator code or other assets for which documentary ownership/licence evidence has not been established.
24. Confidentiality and personal information
24.1 Each party will use reasonable care to protect confidential commercial, pricing, technical and project information received from the other and will use it only for the Contract or another authorised purpose, except where disclosure is required by law or reasonably necessary to perform the Contract.
24.2 The Company processes personal information in accordance with its applicable Privacy Notice made available on its website. This clause does not create any undisclosed credit-checking or data-sharing practice.
24.3 Supplier trade pricing and other confidential Company commercial information remain confidential except where disclosure is authorised or legally required.
25. Notices
25.1 Formal contractual notices to the Company must be in writing and sent to: Gmcold Refrigeration Ltd trading as GM Coldrooms, 92 The Pewfist, Bolton, United Kingdom, BL5 2EW; or by email to sales@gmcoldrooms.com, unless a later written notice route is formally notified.
25.2 Formal notices to the Customer must be sent to the postal or email address stated in the accepted Quotation/order confirmation or a later address formally notified by the Customer.
25.3 A notice is effective when actually delivered or received. An email that generates an automated non-delivery message is not treated as received.
25.4 Routine project, service or complaint communications may use the normal project contacts. This clause does not prescribe the legal method for service of court proceedings or other documents for which procedural law requires a different method.
26. General contract controls
26.1 A variation to the Contract is effective only when agreed in writing by authorised representatives of both parties, except where these Terms expressly provide otherwise.
26.2 A failure or delay in exercising a right does not by itself waive that right.
26.3 If a provision is held invalid or unenforceable, the remaining provisions continue so far as legally possible.
26.4 The Company may use subcontractors in accordance with clause 13. Neither party may transfer the whole Contract to another person without the other party’s written agreement, except where a transfer is required or permitted by law.
26.5 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce a term of the Contract.
26.6 These Terms intentionally do not contain an entire-agreement or non-reliance exclusion. Written pre-contract statements are governed by the ordinary law and by whether they are incorporated into, or legally relevant to, the Contract.
27. Complaints, disputes, governing law and jurisdiction
27.1 A Customer with a complaint should notify the Company promptly using the project contact or sales@gmcoldrooms.com and provide enough information for the issue to be investigated. The parties should first try to resolve a commercial dispute through direct discussion.
27.2 Nothing in clause 27.1 prevents either party from seeking urgent relief, recovering an undisputed debt, preserving a limitation position or taking another step reasonably necessary to protect its legal rights.
27.3 Business Customer Contracts are governed by the law of England and Wales. Subject to any mandatory rule of law and any project-specific written agreement, the courts of England and Wales have exclusive jurisdiction.
28. Company information and document control
28.1 Gmcold Refrigeration Ltd, company number 12766649, is registered in England and Wales and trades as GM Coldrooms.
28.2 Registered office: 92 The Pewfist, Bolton, United Kingdom, BL5 2EW. Formal-notices email: sales@gmcoldrooms.com.
28.3 The Company’s Privacy Notice is available at https://gmcoldrooms.com/privacy-policy/.
28.4 The version and effective date shown on the approved final copy of these Terms identify the terms applicable to new Contracts from that effective date. An existing Contract continues to use the version incorporated when it was formed unless the parties lawfully agree a change in writing.