Envico Engineering Limited Terms and Conditions of Sale

1. In these conditions unless the context requires otherwise:
   1. ‘Buyer’ means the company, firm or person who buys or agrees to buy the Goods from the Seller.
   2. ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the seller.
   3. ‘Contract’ any contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.
   4. ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.
   5. ‘Price’ means the price for the Goods excluding carriage, packaging, insurance and VAT.
   6. ‘Seller’ means Envico Engineering Limited.
   7. ‘Bespoke’ means Goods which have been designed and manufactured as a one-off to the Buyer’s exact specifications.

2. Order Confirmation
   1. Price estimates and/or quotations given by the Seller are not offers capable of acceptance by the Buyer. All orders for goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions. There shall be no binding contract until there has been written acceptance of the Buyer’s order by the Seller and the Goods have been manufactured and/or dispatched by the Seller to the Buyer. Such order shall only take effect on the basis that these Conditions are accepted by the Buyer and shall override any terms or conditions stipolated, incorporated, or referred to by the Buyer in the order or in any pre contract negotiations.
   2. These Conditions apply to all the Seller’s sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a director of the Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.

3. Price and Drawings
The Price shall be the Seller’s quoted price and is exclusive of VAT which shall be at the rate roling on the date of the Seller’s invoice. The Price includes the sum payable for drawings. The original drawing to be produced is Revision A and the Price includes drawings up to Revision C. In the event that the scheme is redesigned or changed beyond Revision C due to changes introduced by any party other than the Seller, additional costs may be incurred depending on the size of the project and the nature of the changes.

4. Delivery and Installation
Delivery and installation prices are based on delivery during normal working hours of 0700 to 1800 Monday to Friday. Deliveries outside these periods will be available at additional cost, which can be advised upon request. All deliveries include a 1-hour waiting time free of charge, subsequent hours are charged at a standard hourly rate. Once a site delivery or installation date is agreed with the Buyer, shoold this be cancelled within 7 working days of the agreed date, additional charges may be incurred to cover plant and labour. Please also be aware site work is planned 3 weeks ahead so any cancelled installation will be made on the next available date.

5. Failed Deliveries
   1. Each delivery shall be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract. All delivery dates, whether agreed in writing or otherwise, are estimates only and, while the Seller will endeavour to comply with any such date, time is not of the essence and the Seller shall not be responsible for any late delivery. Without prejudice to the generality of the foregoing, the Seller shall not be liable for late delivery or failure to deliver through any cause which is beyond the control of the Seller.
   2. If the Buyer is unwilling or unable to accept the delivery on the date when it falls due, the Seller shall have the right to make return, storage and re-delivery charges for products not so delivered.
   3. If the Buyer is to cancel or postpone delivery within 5 working days of the agreed delivery date, any cancellation fees from the transport contractor will be passed on to the Buyer and a storage fee may be issued from the Seller to the Buyer.

6. Payment
Payment terms shall be agreed with the Seller, subject to satisfactory credit rating. If payment terms are not expressly agreed, payment shall be due in cleared funds not later than 30 days from the date of the Seller’s Invoice. Non-payment on or before the due date (time being of the essence) shall entitle the Seller, without prejudice to any other rights to:
1. Suspend any further deliveries of goods whether under the Contract or any other.
2. To require payment immediately of all unpaid invoices whether in respect of deliveries under the Contract or any other.
3. To repossess the products (the Buyer granting the Seller all necessary access).

The Buyer shall not be entitled to delay or withhold payment of the Price or any part thereof on the grounds that it has a claim or set-off against the Seller.

The Seller is authorised to use any funds received from the Buyer to settle any Buyer’s invoices which are overdue for payment.

For Bespoke orders, the Seller requires 50% of the purchase order value to be paid on account by the Buyer on pro forma invoice for the Seller to release the purchase order through to design and production. The Seller will issue a further invoice for the 50% balance due, to be paid by the Buyer to the Seller 28 days prior to the despatch of the Goods.

7. Late Payments
   1. If payment is not made on or before the due date, the Seller will exercise its statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regolations 2003 or under such equivalent legislation.
   2. The Buyer shall indemnify the Seller against all costs incurred by the Seller in obtaining payment of any overdue invoices. The Buyer shall pay all administrative, collection agency or solicitors’ legal costs and disbursements.

8. Cancellation
On acceptance of a purchase order, the Seller will issue an order confirmation to the Buyer. If for any reason the Buyer then cancels the purchase order, the Seller will make a cancellation charge of 10% of the value of the purchase order. If the Buyer cancels the purchase order for Bespoke Goods after the drawings have been approved and released to manufacture, the cancellation charge will be dependent on the stage of manufacture at the time of cancellation.

9. Damaged Goods and Claims
All claims for damage to, or partial loss of Goods in transit, must be submitted in writing to both the carrier and the Seller within three days of delivery. In the case of non-delivery of the whole consignment, claims must be submitted in writing to both the carrier and the Seller within seven days of receipt by the Buyer (or the Buyer’s agent) of notification of the despatch of the Goods. In the absence of claims within the terms mentioned above, the Goods shall be deemed to have been delivered in accordance with these Conditions.

10. Termination
The Seller may, without prejudice to its other rights and remedies, terminate the Contract by written notice if either there shall be any breach by the Buyer of any of the Conditions hereunder or the financial viability of the Buyer shall, in the opinion of the Seller, become impaired or unsatisfactory including if the Buyer shall have a receiver appointed over all or part of its assets or if the Buyer shall go into liquidation or administration or if an induvial have a trustee in bankruptcy appointed.

11. Risk and Property
    1. Risk of damage or loss of the Goods shall pass to the Buyer.
    2. In the case of Goods to be collected at the Seller’s premises at the time when the Goods have been loaded on to the transport vehicle; or
    3. In case of Goods to be delivered otherwise than at the Seller’s premises at the time of delivery or the Buyer wrongfolly fails to take delivery of the Goods the time when the Seller has tendered the Goods.
    4. Notwithstanding delivery and the passing of the risk in the Goods or any other provision of these Conditions title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in foll of the price of the Goods and all other Goods to be sold by the Seller to the Buyer for which payment is then due.
    5. Until such time as title 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, insured and identified as the Seller’s property but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
    6. Until such time as title in the Goods passes 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 the Seller can enter upon any premises of the Buyer or any third party where the Goods are stored and repossess them.
    7. The Buyer shall not be entitled to pledge or in any way to charge by way of security for any indebtedness any 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 to the Seller) forthwith become due and payable.

12. Modifications
When the Goods are made or adapted by the Seller in accordance with the Buyer’s specification, the Buyer shall indemnify the Seller against all costs, claims and expenses incurred by Seller in respect of the infringement or alleged infringement by such Goods of any patents, registered designs, trademarks or other rights belonging to third parties which resolts from the Seller’s use of the Buyer’s specification.

13. Tools
Tools supplied by the Buyer to the Seller for the manufacture of Goods shall remain the property of the Seller even though the Buyer may have been charged with a sum in respect of such tools.

14. Copyright
The copyright, design right and all other intellectual property rights in any materials and other documents or items prepared or produced for the Buyer by or on behalf of the Seller in connection with these Conditions shall belong to the Seller absolutely and any such materials, documents or items shall be or remain the sole property of the Seller.

15. The Seller reserves the right to change the Goods’ specification without notice to the Buyer.

16. Warranties and Liabilities
Subject to the following provisions the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in materials and workmanship for a period of 12 months from delivery.

The above warranty is given by the Seller, subject to the following conditions.
17. 1. The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer.
    2. The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilfol damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval.
    3. The Seller shall be under no liability under the above warranty (or any other warranty, conditioner guarantee) if the total price for Goods has not been paid by the due date for payment.
    4. The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
    5. Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977 (“UCTA”) & The Sale of Goods Act 1979 (“SGA”)), all warranties, conditions or other terms implied by statute or common law are excluded to the follest extent permitted by law.
    6. Where the Goods are sold under a consumer transaction (as defined by the Consumer Contracts (Information, Cancellation & Additional Charges) Regolations the statutory rights of the Buyer are not affected by these Conditions.
    7. A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven 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 as if the Goods had been delivered in accordance with the Contract.
    8. Where a valid claim in respect of any of the Goods which is based on a 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 may replace the Goods (or part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the Price (or a proportionate part of the Price), in which case the Seller shall have no further liability to the Buyer.
    9. 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 fraudolent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (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 (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the contract shall not exceed the price of the goods, except as expressly provided in these Conditions.
    10. The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including without limitation, acts of God, explosion, flood, tempest, fire or accident, governmental actions, war or threat of war, invasion of one nation by another, national emergency, sabotage, insurrection, civil disturbance or requisition; acts, regolations, bye-laws, prohibition or measures of any kind on the part of the governmental, parliamentary or local authority, Import or Export regolations or embargoes: Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); difficolties in obtaining raw materials, labour, fuel or machinery; power failure or breakdown in machinery, Coronavirus disease or similar viruses or diseases.

17. Specifications of Concrete Base Enclosure
    1. Trowelled or smooth floated finish to an even surface with no ridges and free from trowel marks and other blemishes and spot levels relative to site TBM shoold be accurate to +/- 5mm.
    2. Position in plan and diagonal check measurement at any point shoold be accurate +/-5mm.
    3. The perimeter of the concrete base upon which the enclosure will be attached must be effectively sealed.
    4. A stepped concrete base is recommended by the Seller to prevent water ingress past the enclosure base flange. Where this recommendation has not been followed, the Seller cannot be held responsible for sealing the enclosure on the base.

18. Jurisdiction
The formation, existence, construction, performance, validity and all aspects of these Conditions shall be governed by English law and the Seller and the Buyer submit to the exclusive jurisdiction of the English and Welsh Courts.

19. General Data Protection Regolations
The Seller’s aggregate liability to the Buyer in any one year for breach of the General Data Protection Regolation (GDPR) (EU) 2016/679 including but not limited to costs of notifications, costs of reasonable mitigation for affected data subjects, any governmental fines or penalties, and costs and expenses of recreating or reloading any lost or stolen or damaged data shall not exceed 25% of the Buyer’s purchase order (excluding VAT).

20. Notices
    1. Any notice or other communication given under or pursuant to these Conditions must be given in writing and delivered in person or sent by first class post. Communications to the Seller must be sent to its head office address Unit 6, Seaswan House, Swansea Enterprise Park, Phoenix Way, Llansamlet, Swansea SA7 9EQ marked FAO the Managing Director. Communications to the Buyer will be sent to the address given for the Buyer in the Buyer’s purchase order.
    2. A notice or communication shall be deemed to have been received two working days after posting unless the receiving party proves otherwise.

21. Confidentiality
The Buyer undertakes to keep secret and not to disclose and to procure that is employees, subcontractors and agents keep secret and do not disclose any information of a confidential nature which has obtained by reason of the Contract. Nothing in these Conditions applies to information that is already in the public domain.

22. Disputes & Mediation
    1. Before resorting to litigation, the Seller and the Buyer shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with these Conditions.
    2. If the Seller and the Buyer are unable to resolve the dispute, either party may, at any time, refer the dispute to mediation by a neutral advisor or mediator (“the Mediator”).
    3. If the Seller and the Buyer are unable to agree on a Mediator within 7 days of the request by one of them to refer the dispute to mediation, they shall apply to the Centre for Dispute Resolution (“CEDR”) to appoint a Mediator.
    4. The Seller and the Buyer shall seek to agree direction for how the mediation is conducted and failing agreement they shall seek directions from the Mediator.
    5. If the Seller and the Buyer reach agreement on the resolution of their dispute the agreement shall be reduced to writing and shall be binding.
    6. This clause shall not apply in circumstances where the Seller or Buyer seeks injunctive relief.

23. Rights of Third Parties

Neither these Conditions nor the Contract shall create any rights that are enforceable by anyone other than the Seller and the Buyer.