Terms and Conditions of Sale 

1. Definitions 

“Seller” means greenserve distribution part of SKS Consulting (London) Ltd

Interwood House

Stafford Avenue

RM11 2ER

Registered in England & Wales: 7477626

VAT Registration No: 120-0206-00

and shall be construed where applicable to include all employees, agents and subcontractors of that company;

“Buyer” means the person, partnership or company purchasing the Goods from the Seller;

“Goods” means the plant, machinery, materials, items and labour to be supplied by the Seller subject to this contract;

“Site” means such place to which the Buyer shall request the Seller to make delivery.

2. Governing Conditions  

All orders, however made, are accepted only upon these Conditions which shall override any terms or conditions incorporated or referred to by the Buyer in writing, orally or otherwise. No variation of these Conditions shall be incorporated into the contract between the Seller and the Buyer unless expressly accepted in writing by a director of the Seller.

No failure by the Seller to object to any terms or conditions incorporated or referred to by the Buyer in writing, orally or otherwise shall be deemed a waiver of these Conditions or an acceptance of the Buyer’s terms and conditions.

The Buyer acknowledges that these Conditions together with the express terms of the contract constitute and form the entire terms of this contract to the exclusion of any antecedent statement or representation whether oral, written or implied or whether contained in any advertisement particulars or other matters issued or in any correspondence entered into by the Seller. The Buyer further acknowledges that it has not entered into this contract in reliance upon any such statement or representation, other than the written specifications given by the Seller.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

3. Orders and specifications 

 

No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s.

The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.

The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer).

Changes to an accepted order shall be treated as a separate order, unless otherwise agreed in writing by the Seller. If any changes are made to an original order, the price, discount on or delivery date of that order are subject to change.

If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

The Seller has a policy of continuous technical improvement and accordingly reserves the right to make minor modifications to the technical specification and design of the Goods. Catalogues and similar publications are only sent by way of information and any technical information provided is an approximate guide. The Seller has no liability for any deviations from or mistakes in such information or for any errors of interpretation.

No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

4. Price of the goods 

 

The price of the Goods 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.

The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices given by the Seller are on an ex works (EXW) basis at Sellers warehouse, 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 if requested.

The price is exclusive of any applicable tax, which the Buyer shall be additionally liable to pay to the Seller.

The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned undamaged to the Seller before the due payment date.

5. Payment Terms 

Payment terms are strictly payment with order on a pro-forma basis unless special terms are agreed in Writing between the Buyer and the Seller.

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:

a) cancel the contract or suspend any further deliveries to the Buyer;

b) appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);

c) demand payment from such other person as may be obliged to make payment for the Goods to the Buyer, in which event, by these terms and conditions, the Buyer authorises such other person to make payment directly to the Seller; and

d) charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 3% per month, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

6. 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 however caused. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4 The Seller is not responsible for loss of or damage to goods in transit except when the goods are carried in the company’s own vehicles or by contractors retained by the company to deliver such Goods. If that occurs the company must be notified immediately on the receipt of the goods of the nature and extent of any damage.

6.5 The Buyer is responsible for checking for damage before accepting and signing for delivery of any goods. Should any goods are found to be damaged then the Buyer should refuse the delivery or make notes on the delivery note and ensure that it is signed by the driver to confirm the damage.

6.6 A copy of the freight note relating to the damaged goods must be forwarded to the company identifying the damaged goods which will be matched with a copy of the freight note obtained from the transport company. This procedure is a standard requirement of the company’s insurer.

6.7 The Seller’s sole responsibility upon any damage or loss is to repair or replace the Goods which prove to be lost or defective (or at the Seller’s option the defective part(s), as soon as is reasonably practicable, provided that they are returned to the Seller by the Buyer. Whether the remedy is repair or replacement shall be at the option of the Seller and such repair or replacement shall be free of charge. The Seller shall have no further liability to the Buyer.

6.7 If the Buyer shall fail to comply with clause 6.5  & 6.6, the Goods shall be deemed to be in accordance with the contract and the Buyer shall be bound to accept delivery and shall make payment without any deduction in accordance with these Conditions.

The Seller will not be liable for any claims resulting from loss or damage to the Goods occurring after delivery.

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 than 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:

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

b) sell the Goods at the best price readily obtainable and (after deducting all reasonable 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.

7. Risk and property 

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

a) 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

b) 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, the time when the Seller has tendered delivery of the Goods.

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 in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

Until such time as the Goods possession 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, but the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.

Until such time as the Goods possession 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, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

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 moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

8. Force Majeure 

If the Seller is prevented from performing the contract by any cause beyond its reasonable control, however arising, then it may by written notice to the Buyer determine the contract.

In such event, the Buyer shall pay to the Seller all reasonable costs incurred by the Seller at the date of such notice in relation to its partial and or attempted performance of its obligations hereunder but, subject thereto, neither the Seller nor the Buyer shall be under any liability whatsoever to the other in connection with the contract.

9. Shortages 

If the Seller is unable, for any reason, to supply the total demand for Goods of the contract description, the Seller may allocate its available supply of such Goods among any and all Buyers on such basis as the Seller may deem fair and practical without liability for any failure of performance which may result. The Buyer shall not be entitled to reject such Goods for short delivery.

10. Works and Specification 

Where existing equipment is to be used in connection with the Goods, the Buyer shall be fully and solely responsible for it.

Any adaptation of the standard specification of the Goods shall be made upon the full and sole liability of the Buyer. Where the standard specification of the Goods is adapted, whether by the Seller at the request of the Buyer, or by the Buyer itself, the Buyer agrees to indemnify (and shall keep so indemnified) the Seller in full against any claim resulting from any such variation (whether or not arising out of the negligence of the Seller, its servants, agents or subcontractors). In the event of any adaptation made by the Seller upon request of the Buyer, the Buyer shall make such payment in respect thereof as the Seller may reasonably demand.

The Buyer shall be responsible for ensuring that the Goods are sufficient and suitable for the Buyer’s purposes (whether such Goods have been adapted from their standard specification or not) and the Seller shall have no liability to the Buyer in the event that the Goods are not sufficient and suitable for the Buyer’s purposes.

The Seller shall not be responsible for any errors, omissions or defects in any goods, equipment, machines, parts, drawings, designs, specifications, test results, reports or other information supplied to the Seller by the Buyer or the Buyer’s employees, agents, sub-contractors or representatives and the Buyer agrees to indemnify and keep indemnified the Seller against all claims and liabilities incurred by the Seller resulting from such errors, omissions or defects.

11. Installation 

It is the responsibility of the Buyer to install and commission the Goods and to ensure its employees, agents and subcontractors or any other persons used by the Buyer to install and commission the Goods are fully trained and skilled to do so and that the terms of any instructions or manuals provided with the Goods are followed.

12. Health and Safety 

The Buyer shall ensure that all Goods shall be used strictly in accordance with any relevant information, instructions or advice which the Seller or the manufacturer of the Goods may make available with or in connection with the Goods.

13. Environmental 

The Buyer shall be responsible for all costs, charges, and expenses arising from or in connection with the decommissioning, recovery, recycling, and disposal of all or part of the Goods and shall not seek to recover such expenses or contribution from the Seller.

The Buyer is responsible for obtaining and complying with all relevant licenses, permissions, permits and consents from appropriate regulatory bodies and for complying with any other lawful authority in connection with the storage, installation, operation, use, maintenance, repair, transportation, decommissioning, recovery and eventual disposal of the Goods.

Where the Buyer sells all or part of the Goods to another party, the Buyer shall enter into a similar covenant with that party.

14. Intellectual Property Rights 

The Buyer shall have no rights to any intellectual property owned by or licensed to the Seller. The Buyer shall not allow any trademark or instruction or warning applied to the Goods to be obliterated or obscured.

All designs, samples, models, experimental equipment, marketing devices, accessories and other items relating to the Goods or their development or creation shall remain the Seller’s property, shall be treated as confidential and shall not be copied, reproduced or disclosed to any person without the Seller’s prior written consent.

15. Confidentiality 

All information and/or advice, whether written or oral, whether in relation to the Goods or to the Business, given by the Seller to the Buyer shall not be disclosed to any third party without the prior written consent of the Seller, save to the extent that such information and/or advice is in the public domain otherwise than by virtue of a breach of this condition or that the disclosure is required by law.

The Buyer shall promptly give notice to the Seller of any disclosure required by law and the Seller may seek an appropriate remedy to prevent such disclosure. The Buyer undertakes to fully co-operate with the Seller (at the Buyer’s expense) if the Seller rejects the validity of such a requirement.

16. Place of Jurisdiction 

All disputes arising from or in connection with this Agreement shall be exclusively referred to the courts in the UK.

17. Warranties and Liability 

The Goods are guaranteed under manufacturers’ warranty for a period stated in the specific guarantee supply along with the goods. This warranty is limited to the repair or replacement ex factory (EXW) of the parts found defective. Unless otherwise agreed in writing, the Seller shall not be liable for repayment of replacement costs nor for any incidental, consequential or special damages.

To claim under the warranty, the Buyer shall submit to the Seller adequate proof that the Goods are defective, as required by the Seller. Claims with regard to the Goods will only be accepted if they are notified within 12 months after delivery of the Goods.

This warranty is given on condition that the maintenance of the Goods has been carried out in accordance with the manufacturers’ instructions by an authorised Energie dealer/installer/ maintenance company.

The warranty referred to in clause 17  does not apply if:

a) the Goods have been modified by the Buyer;

b) the Goods have been incorrectly installed by the Buyer;

c) defects in the Goods have been caused by the act, neglect, omission or default of the Buyer or any third party, fair wear and tear or abnormal working conditions;

d) any remedial work in respect of the Goods has been carried out by third parties instructed by the Buyer without the prior written approval of the Seller including, but not limited to, servicing, alteration and repair of the Goods;

e) if the Seller’s installation and operation instructions (if any) and any instructions issued by the manufacturer, are not followed.

The Seller only acts in its capacity as seller and not as an installer or consultant and the Seller is not responsible for advice given by its representatives concerning the installation of the Goods, save in relation to all or any part of the Goods which the Seller has installed with the written agreement of an authorised representative of the Seller (excluding any agent or subcontractor of the Seller) to the installation and to the terms of such installation for claims.

Save for liability for death or personal injury due to the negligence of the Seller and liability, the Seller shall not be liable to the Buyer:

a) for any damage to persons or property, however arising;

b) for defects, in or in any way connected with the Goods, caused by the act, neglect, omission or default of the Buyer or any third party, fair wear and tear or abnormal working conditions;

c) for any remedial work in respect of the Goods, carried out by third parties instructed by the Buyer without the prior written approval of the Seller including, but not limited to, servicing, alteration and repair of the Goods;

d) for claims if the Seller’s installation and operation instructions (if any) and any instructions issued by the manufacturer, are not followed. The Seller reserves the right to charge for remedial works in these circumstances;

e) possible defects in manufacturing the Goods or the conception of the raw materials used;

f) for any other defects in the Goods not falling within paragraphs (a) to (e) of this clause, unless notified to the Seller by the earlier of 14 days of delivery of the Goods or installation of the Goods or latent defects; and

g) for any special, indirect, consequential or economic loss (howsoever arising) including, but not limited to, loss of profit, loss of production, loss of business.

Save for liability for death or personal injury due to the negligence of the Seller and liability, the Seller’s aggregate liability to the Buyer in respect of any occurrence or series of occurrences attributable to the same cause, whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed the price paid by the Buyer to the Seller in respect of the Goods in question.

The Seller’s prices are determined on the basis of the limits of liability set out in this clause. The Buyer may by written notice to the Seller request the Seller to agree a higher limit of liability provided insurance cover can be obtained therefore. The premiums in respect of insurance up to such higher limit will be for the account of the Buyer.

The Buyer’s remedy in respect of any claim for which the Seller is liable in terms hereof shall be limited to, at the sole option of the Seller, repair or replacement of the item in question or refund of the purchase price (if paid).

The Buyer shall not be entitled to exercise a right of retention, or withhold payment of any amount payable under the contract to the Seller because of any disputed claim of the Buyer in respect of the Goods or any other alleged breach of the contract, or to set-off any amount payable under the contract to the Seller against any monies not then presently payable by the Seller or for which the Seller disputes liability, or to return Goods to the Seller unless authorised in writing by a director of the Seller.

The Seller shall not be liable to the Buyer (including, but without limitation, in negligence) or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.

The Buyer shall indemnify the Seller against all claims (including the cost of any legal proceedings) for the death of or injury to any person or for the damage to or loss of any property made by any person against the Seller either under any statute or at common law which may arise out of or be in any way connected with the execution of the contracted works or the installation, operation or use of the Goods except where the same is due to the negligence, omission or default of the Seller.

18. Early Termination 

This clause applies if:

a) 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 bona fide for the purposes of amalgamation or reconstruction); or

b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

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

d) any event analogous to any of the foregoing occurs in any jurisdiction in relation to the Buyer; or

e) the Buyer commits any default or breach of the terms of this contract or of any of its obligations to the Seller including, without limitation, failure to make payment when due; or

f) 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. If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel any contract made pursuant to these Conditions or suspend any further deliveries of the Goods without any liability on its part, 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.

© Greenserve distribution Limited