Enviro UK Limited– Terms and Conditions
1. DEFINITIONS - (in these Conditions of Sale the following words shall have the meanings attributed to them in this
1.1. ‘ENVIRO UK’ means Enviro UK Limited, the company selling the product or services.
1.2. ’Seller’ means Building Energy Control Solutions Ltd
1.3. ‘Customer’ means any person, firm company or corporation with whom ENVIRO UK concludes a contract.
1.4. ‘Goods’ means all goods (including any Documentation and Software, as defined in Clause 10) supplied by ENVIRO UK to Customer.
1.5. ‘Services‘ means the supply of installation services described in ENVIRO UK quotation to the Customer.
1.6. ‘Contract‘ means the written agreement (including these Terms and Conditions) made between Customer and Seller for the supply of the Goods and/or provision of Services.
2. GENERAL - ENVIRO UK agrees to sell and the Customer (as identified on ENVIRO UK order) agrees to buy the Products (as identified on ENVIRO UK order) solely on these terms, which shall prevail over any other terms and conditions expressed or implied. No order shall be binding upon ENVIRO UK until the order is accepted by ENVIRO UK. Acceptance of an order shall take place when ENVIRO UK despatches the Products, or if earlier whenever the order is expressly accepted or confirmed by ENVIRO UK in writing.
3. THE CONTRACT - All orders must be in writing and are accepted subject to these Terms and Conditions of Sale. No terms or conditions put forward by Customer and no representations, warranties, guarantees or other statements not contained in Seller's quotation nor otherwise expressly agreed in writing by Seller shall be binding on Seller.
3.1. No alteration or variation to the Contract shall apply unless agreed in writing by both parties. However, Seller reserves the right to effect minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected.
3.2. The Contract shall become effective following receipt of the clients Order and (a) upon supply of any products, or (b) upon commencement of any design works (the "Effective Date"). If the details of the Goods or Services described in Seller's quotation differ from those set out in the acknowledgement of Order the latter shall apply.
4. VALIDITY OF QUOTATION AND PRICES - Unless previously withdrawn, Seller's quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date.
4.1. Product prices are as quoted on ENVIRO UK’s current price list as at the date of order exclusive (a) Value Added Tax and (b) any similar and other taxes, duties, levies or other like charges arising outside the United Kingdom in connection with the performance of the Contract (c) delivery charges.
4.2. ENVIRO UK reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to ENVIRO UK which is due to any factor beyond the control of ENVIRO UK including, without limitation, any foreign exchange fluctuation, currency regulation, significant increase in the costs of labour, materials or other costs of manufacture, any change in the delivery dates, quantities or specifications for the Products requested by the Customer, and accepted by ENVIRO UK in its unrestricted discretion, or any delay caused by any instructions of the Customer or failure of the Customer to give ENVIRO UK adequate information, instructions or responses.
4.3. Prices (a) are for Goods and/or associated services delivered EXW (Ex works) Seller’s shipping point, exclusive of freight, insurance and handling and (b) unless otherwise stated in the Seller's quotation, are exclusive of packing. If the Goods are to be packed, packing materials are non-returnable.
5. PAYMENT - Payment shall be due from the customer (despite ownership of the Products not having passed to the Customer), (a) in full without set-off, counterclaim or withholding of any kind (save where and to the extent that this cannot by law be excluded); and (b) in the currency of Seller's quotation within thirty days following end of month of date of invoice unless otherwise specified.
5.1. Goods will be invoiced at any time after their readiness for despatch has been notified to the Customer. Services will be invoiced monthly in arrears or, if earlier, upon completion. Without prejudice to Seller's other rights, Seller reserves the right earlier, upon completion. Without prejudice to Seller's other rights, Seller reserves the right to: (i) charge interest on any overdue sums at 4% above the base lending rate of Santander Bank PLC (or such higher rate stipulated by applicable law) during the period of delay; (ii) suspend performance of the Contract (including withholding shipment) in the event that Customer fails or in Seller’s reasonable opinion it appears that Customer is likely to fail to make payment when due under the Contract or any other contract; and (iii) at any time require such reasonable security for payment as Seller may deem reasonable.
6. DELIVERY PERIOD - Unless otherwise stated in Seller's quotation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only not involving any contractual obligations.
6.1. If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Customer or its agents (including but not limited to failure to provide specifications and/or fully dimensioned working drawings and/or such other information as Seller reasonably requires to proceed expeditiously with its obligations under the Contract), the delivery/completion period and the Contract Price shall both be adjusted accordingly.
6.2. If delivery is delayed due to any act or omission of Customer, or if having been notified that the Goods are ready for despatch, Customer fails to take delivery or provide adequate shipping instructions, Seller shall be entitled to place the Goods into a suitable store at Customers expense. Upon placing the Goods into the store, delivery shall be deemed to be complete, risk in the Goods shall pass to Customer and Customer shall pay Seller accordingly.
7. FORCE MAJEURE - The Contract (other than Buyer's obligation to pay all sums due to Seller in accordance with the Contract) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export licenses), or labour trouble, strike, lockout or injunction. Seller shall have no obligation to supply any hardware, software, services or technology unless and until it has received any necessary licences or authorisations or has qualified for general licences or licence exceptions under applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time (including without limitation those of the European Union and the jurisdiction in which Seller is established or from which the items are supplied). If for any reason any such licenses, authorisations or approvals are denied or revoked, or if there is a change in any such applicable laws, regulations, orders or requirements that would prohibit Seller from fulfilling the contract, or would in the reasonable judgement of Seller otherwise expose Seller and/or Seller’s Affiliate(s) to a risk of liability under applicable laws, regulations, orders or requirements, Seller shall be relieved without liability of all obligations under the Contract.
7.1. If either party is delayed or prevented from performance of its obligations by reason of this Clause for more than 180 consecutive calendar days, either party may terminate the then unperformed portion of the Contract by notice in writing given to the other party, without liability provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered and Services performed as at the date of termination. Seller may deliver by instalments and if so each delivery shall constitute a separate contract and failure by Seller to deliver any one or more of the instalments in accordance with their terms shall not entitle Buyer to terminate the whole Contract or treat it as repudiated.
8. INSPECTION, TESTING, AND CALIBRATION - Goods will be inspected by Seller or manufacturer and, where practicable, submitted to Seller's or manufacturer's standard tests before despatch. Any additional tests or inspection (including inspection by Buyer or its representative, or tests in the presence of Buyer or its representative and/or calibration) or the supply of test certificates and/or detailed test results shall be subject to Seller's prior written agreement and Seller reserves the right to charge therefore; if Buyer or its representative fails to attend such tests, inspection and/or calibration after notice that the Goods are ready therefore, the tests, inspection and/or calibration will proceed and shall be deemed to have been made in the presence of Buyer or its representative and the Seller's statement that the Goods have passed such testing and/or inspection and/or have been calibrated shall be conclusive.
9. DELIVERY, RISK AND TITLE- Unless otherwise expressly stated in the Contract, the Goods will be delivered Ex-works (EXW); freight, packing and handling will be charged at Seller’s standard rates. Risk of loss of or damage to the Goods shall pass to Buyer upon delivery as aforesaid and Buyer shall be responsible for insurance of the Goods after risk has so passed. Alternatively, if it is expressly stated in the Contract that Seller is responsible for the insurance of the Goods after their delivery to the carrier, such insurance will be charged at Seller’s standard rates
9.1. Ex-works, "FCA", “CPT” and any other delivery terms used in the Contract shall be defined in accordance with the latest version of Incoterms.
9.2. Claims for shortfalls in quantity or for incorrect delivery must be notified to ENVIRO UK Ltd within 3 working days following receipt of goods, otherwise no claim can be entertained!
9.3. Any damages during transit must be recorded on the couriers delivery note and notified to ENVIRO UK Ltd within 3 working days following receipt of goods, otherwise no claim can be entertained!
9.4. Subject to Clause 10, title to the Goods shall pass to Buyer upon delivery in accordance with Clause 9.
10. DOCUMENTATION AND SOFTWARE- Title to and ownership of the copyrights in software and/or firmware incorporated into or provided for use with the Goods ("Software") and documentation supplied with the Goods ("Documentation") shall remain with the relevant Seller Affiliate (or such other party as may have supplied the Software and/or Documentation to Seller) and is not transferred hereby to Buyer.
10.1. Except as otherwise provided herein, Buyer is hereby granted a non-exclusive, royalty-free single licence to use the Software and Documentation in conjunction with the Goods, provided that and for so long as the Software and Documentation are not copied (unless expressly authorised by applicable law and Buyer holds the Software and Documentation in strict confidence and does not disclose them to others, or permit others to have access to them (other than Seller's standard operating and maintenance manuals). Buyer may transfer the foregoing licence to another party which purchases, rents or leases the Goods, provided the other party accepts and agrees in writing to be bound by the conditions of this Clause 10..
10.2. Notwithstanding Sub-clause 10.1, Buyer’s use of certain Software, (as specified by Seller and including but not limited to control system Software) shall be governed exclusively by the applicable Seller Affiliate or third party licence agreement.
10.3. The ENVIRO UK/ Enviro controls and controllers are solely for use with the ENVIRO UK control panels. During and subsequent to this agreement you agree not to reverse engineer any code, modify, re-use, internally examine, repair or attempt repair of the ENVIRO UK/ Enviro units.
10.4. Seller Affiliates shall retain ownership of all inventions, designs and processes made or evolved by them and save as set out in this Clause 10 no rights in intellectual property are hereby granted.
11. DEFECTS AFTER DELIVERY- Seller warrants (i) subject to the other provisions of the Contract, good title to and the unencumbered use of the Goods; (ii) that Goods manufactured by Seller and/or Seller’s Affiliates shall conform with Seller's specifications therefore and be free of defects in materials and workmanship and (iii) that Services provided by Seller or Seller Affiliates will be performed with all reasonable skill, care and due diligence and in accordance with good engineering practice. Seller will make good, by repair or at Seller's option by the supply of a replacement part or parts, any defects which, under proper use, care and maintenance appear in Goods of Seller and/or Seller’s Affiliates' manufacture and which are reported to Seller within 12 calendar months after their delivery for Digital Products , Analogue and Other Products (the "Warranty Period") and which arise solely from faulty materials or workmanship: provided always that defective items are returned to Seller at Buyer’s cost carriage and insurance prepaid within the Warranty Period. The replaced items shall become the property of the Seller. Repaired or replacement items will be delivered by Seller to Buyer's mainland site in the United Kingdom. Seller will correct defects in Services provided by Seller or Seller Affiliates and reported to Seller within ninety days after completion of such Services. Goods or Services repaired, replaced or corrected in accordance with this Clause 11 shall be subject to the foregoing warranty for the unexpired portion of the Warranty Period or for ninety days from the date of their return to Buyer (or completion of correction in the case of Services), whichever expires the later.
11.1. Goods or Services sourced by Seller from a third party (not being a Seller Affiliate) for resale to Buyer shall carry only the warranty extended by the original manufacturer.
11.2. Notwithstanding Clauses 11 and 11.1, Seller shall not be liable for any defects caused by: fair wear and tear; materials or workmanship made, furnished or specified by Buyer; non-compliance with Seller's storage, installation, operation or environmental requirements; lack of proper maintenance; any modification or repair not previously authorised by Seller in writing; nor the use of non-authorised software or spare or replacement parts. Seller's costs incurred in investigating and rectifying such defects shall be paid by Buyer upon demand. Buyer shall at all times remain solely responsible for the adequacy and accuracy of all information supplied by it.
11.3. Subject to Clause 13, the foregoing constitutes Seller's sole warranty and Buyer's exclusive remedy for breach thereof. No representations, warranties or conditions of any kind, express or implied, shall apply as to satisfactory quality, merchantability, fitness for any particular purpose or any other matter with respect to any of the Goods or Services.
11.4. ENVIRO UK may, at its discretion, accept returns of non-defective Products from the Buyer. Any agreement for the return of non-defective Products shall be subject to a 15% handling fee together with delivery costs and charges. ENVIRO UK shall in no event accept returns of any non-standard Products.