Terms & Conditions

Terms & Conditions

  1. Definitions

1.1       In these Conditions:-

“Buyer”                       means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

“Conditions”              means the terms and conditions set out in this document and any special terms and conditions agreed in writing by the Seller;

“Goods”                      means the articles (including any instalment of the Goods or any parts for them) which the Seller is to supply in accordance with these Conditions;

“Seller”                       means Enviropax Limited (Company registration number 7229903;

“Price”                        means the price for the Goods excluding carriage, packing, insurance and                                                            VAT;

“Delivery Date”          means the date specified by the Seller when the Goods are to be delivered.

  1. Conditions Applicable

2.1                                           These Conditions shall apply to all contracts for sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document.

2.2                                           All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3                                           Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.

2.4                                           Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

  1. The Price of the Goods

3.1                                           The Price shall be the Seller’s quoted price or where no Price has been quoted (or a quoted price is no longer valid) the Price listed in the Seller’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

3.2                                           Except as otherwise stated in the terms of any quotation or in the price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.

3.3                                           The Price is exclusive of any applicable VAT which the Buyer shall be additionally liable to pay to the Seller.

  1. Terms of Payment

4.1                   Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the Price and VAT on or at any time after the delivery Date unless the Goods are to be collected by the Buyer or the Buyer wrongly fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the Price after the seller has notified the Buyer that the Goods are ready for collection, or that the Seller has tendered delivery of the Goods.

4.2                   Payment of the Price and VAT shall be due within 30 days of the date of the invoice notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.  The time for payment of the Price shall be of the essence of the contract.

4.3                   If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-

4.3.1    suspend or cancel deliveries of any Goods due to the Buyer; and/or

4.3.2    appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract with the Buyer) as the Seller in its sole discretion thinks fit; and

4.3.3    charge the Buyer interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 4% per annum above (Barclays Bank) base rate from time to time in force until payment in full is made.

  1. The Goods

5.1                   The Goods shall be manufactured and supplied in accordance with the description contained in the Seller’s specification or the Buyer’s order (if accepted by the Seller).

5.2                   The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the Goods.

5.3                   The specification and design of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Seller.  Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.

  1. Delivery

6.1                   Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.2                   Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.  Time for delivery shall not be of the essence unless previously agreed by the Seller in writing.  The Goods may be delivered by the Seller in advance of the quoted Delivery Date upon giving reasonable notice to the Buyer.

6.3                   We may deliver goods by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions of the applicable contract. Each instalment delivery will be a separate contract and no cancellation or termination by either party of any one contract relating to an instalment will entitle you to repudiate or cancel any other contract or instalment.

6.3.1                Each invoice raised by us to you will be payable in full, without deduction or set off, in accordance with our standard payment terms. You agree that you will not be entitled to set off any claim against an invoice, unless you have notified us in writing 14 days of delivery of any defect or shortage in the goods delivered;

6.4                   If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the Price of the Goods.

6.5                   If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice, to any other right or remedy available to the Seller, the Seller may:-

6.5.1    store the Goods until actual delivery and charge the Buyer for the reasonable costs (and insurance) of storage; or

6.5.2    sell the Goods at the best price readily obtainable and after deducting all storage and selling expenses account to the Buyer for the excess over the Price under the contract or charge the Buyer for any shortfall below the price under the contract.

  1. Risk and Property

7.1                   Risk or damage to or loss of the Goods shall pass to the Buyer:-

7.1.1    in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

7.1.2    in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods at the time when the Seller has tendered delivery of the Goods.

7.2                   Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received payment in full of the Price of the Goods and VAT and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3                   Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property.  Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any monies or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.

7.4                   Until such time as the property in the Goods passing to the Buyer (and provided the Goods are still in existence and have not been resold) the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

7.5                   The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

  1. Warranties and Liability

8.1                   Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.  If delivery is not refused and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the Price if the Goods have been delivered in accordance with the contract.

8.2                   Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the Price of the Goods (or a proportionate part of the Price) but the Seller shall have no further liability to the Buyer.

8.3                   Except in respect of death or personal injury caused by the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses, or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees, or agents, or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided for in these Conditions.

8.4                   The Seller shall be entitled to cancel or rescind in whole or in part any contract or suspend deliveries there under without liability for loss or damage resulting there from if the performance of its obligations under such contract is in any way adversely affected by any war like conditions, civil commotion, strike, lock-out, trade dispute, flood, ice, bad weather, fire, import or export regulations or embargoes, accident to plant or machinery, shortage of any material or labour, or any other cause whatsoever beyond the Seller’s control.

  1. Insolvency of Buyer

9.1                   This clause applies if:-

9.1.1    the Buyer makes any voluntary arrangement with its creditors or becomes subject to an Administration Order or (being an individual or firm) becomes bankrupt or (being a  company) goes into Liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

9.1.2    an encumbrancer takes possession or Receiver is appointed of any of the property or assets of the Buyer; or

9.1.3    the Buyer ceases, or threatens to cease to carry on business; or

9.1.4    the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

9.2                   If this clause applies then without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

  1. General

10.1                 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that 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 giving notice.

10.2                 No waiver by the Seller of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3                 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be effected thereby.

10.4                 The contract shall be governed by the laws of England and Wales and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.

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