1.1 In these terms and conditions:
“Acknowledgement of Order” means our written acknowledgement of your Order setting out the Goods and Services that you have ordered from us.
“Conditions” means the standard terms and conditions of sale and supply of services as set out in this document.
“Contract” means the contract between you and us for the purchase and sale of the Goods and Services subject to these Conditions.
“Goods” means the products which we supply to you as set out in our Quotation in accordance with these Conditions.
“Installer” means a person or company appointed or authorised by us or the manufacturer to install or maintain the Goods.
“Order” means your indication, whether given orally or in writing, that you accept the Quotation and the terms of the Contract.
“Quotation” means our document, headed “Quotation”, with a reference number, addressed to you, listing the quantity, model number and/or description of all the Goods and Services which we will supply to you and their price excluding VAT.
“we” or “us” or “our” means ECO Facilities Solutions Limited registered in England and Wales with Company No. 07422959 and includes reference to our employees, agents, representatives.
“you” or “your” means the natural person, partnership or corporate entity purchasing the Goods and/or Services from us in the course of your business and whose name and address appears on the Quotation and Acknowledgment of Order and includes reference to your employees, agents, representatives and sub-contractors.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
Basis of the Sale
2.1 Any estimate that we provide to you shall constitute an invitation to treat and shall not be binding upon us.
2.2 The Quotation is an offer from us to you to enter into the Contract, which is open to you for acceptance for a period of 30 days.
2.3 We may withdraw or amend the Quotation at any time prior to your acceptance of it.
2.4 The parties may agree in writing to vary the terms of these Conditions as they apply to the Contract.
2.5 You may accept the Quotation orally or in writing. By doing so, you enter into a binding contract with us subject to these Conditions and acknowledge that you have received a copy of these Conditions or know that they can be accessed on our website and make your offer in full knowledge and subject to them.
2.6 Upon your acceptance of the Quotation we will provide you with a written acknowledgement of your Order.
2.7 The price of the Goods quoted is fixed for 30 days unless otherwise stated or agreed in writing between the parties in the event that delivery and payment is intended to be deferred.
2.8 All prices are exclusive of VAT which will be due and payable at the prevailing rate.
2.9 We are under no obligation to sell or supply incorrectly priced goods to you at the incorrect price if the pricing error is obvious and unmistakeable and could have reasonably been recognised as an error.
Orders and Specifications
3.1 The quantity, quality, description and specification of the Goods shall be as set out in the Order and can only be amended or varied with our written consent.
3.2 If at our discretion any changes are accepted to the Order, then the price, any discount and the delivery may also become subject to change.
3.3 It is your responsibility to be sufficiently familiar with the nature and performance of the Goods so as to be in a position to make an informed choice.
3.4 You alone shall be liable to us and third parties for:
3.4.1 ensuring the accuracy of the description of the Goods and their specification as set out in the Order;
3.4.2 providing us with all necessary information relating to the Goods or Services within a sufficient time to enable us to perform the Contract in accordance with these Conditions;
3.4.3 ensuring that the Goods that you have chosen are appropriate and fit for the particular purpose for which you have purchased them; and
3.4.4 ensuring that any subsequent amendment to the Order complies with 3.4.1 to 3.4.3 above.
3.5 We reserve the right to make any changes in the specification of the Goods which do not materially affect their quality or performance or where such changes are required to conform to any applicable safety or other statutory requirements or constitute minor modifications by the manufacturer or us.
3.6 All our samples, drawings, descriptive matter, calculations, specifications, advertising, descriptions or illustrations contained in our catalogues, brochures, social media or website are published for the sole purpose of giving an approximate idea of the Goods described in the order. They are for your general guidance only and statements included in these documents (in the absence of fraud on our part) shall not constitute representations or warranties by us and we shall not be bound by them.
3.7 If you require advice (including health and safety information) from us that you propose to rely upon in relation to the Goods or Services:
3.7.1 you must make a specific written request;
3.7.2 you shall only be entitled to rely on any advice given by us if it is given by a person authorised by us to give such advice;
3.7.3 the advice is given in writing; and
3.7.4 you must not disclose any advice given to any third party and no third party is entitled to rely upon it.
4.1 You cannot cancel or vary an Order which has been accepted by us except with our agreement in writing.
4.2 In the event that you cancel an order without our written consent, you shall be liable to pay us 15% of the value of the Goods and Services.
Terms of Payment
5.1 Subject to any special terms agreed in writing between us, we shall be entitled to invoice you for the price of the Goods on or at any time after the Order has been made.
5.2 You will be deemed to have accepted our invoice if you do not dispute it in writing within 7 days of its date.
5.3 Invoices are payable within 30 days of the date of the invoice.
5.4 For contracts lasting 4 weeks or more, or extending over a month end, the company reserves the right to issue an interim invoice to cover the percentage of goods on site and work completed against the total value.
5.5 Payment is due notwithstanding that we hold the Goods off-site or otherwise at your request.
5.6 The time within which you are to pay for the Goods and Services shall be of the essence of this Contract.
5.7 If you fail to make any payment on the due date then, without prejudice to any other right or remedy available to us, we shall be entitled to:
5.7.1 cancel the Contract or suspend any further deliveries to you;
5.7.2 charge you interest from the date when the payment becomes due from day to day until the date of payment at the rate of 3% above the base rate of Barclays Bank from time to time in force or, at our discretion, at the prevailing court prescribed rate whichever is the higher; and
5.7.3 recover from you such reasonable costs as we may incur in recovering any overdue balances (for the avoidance of doubt, including all legal costs notwithstanding any claims track allocation if court proceedings are issued).
5.8 Where the parties agree for payment to be made by instalments, any discount shall be forfeited by you and recoverable by us in the event of late payment of any instalment. If an instalment is received late and you have already benefited from a discount, then the amount of that discount will be considered as a part payment and any discount amount previously credited will remain outstanding and payable.
5.9 You shall make all payments due under the Contract in full without any deduction, whether by way of set off, counterclaim, discount, abatement or otherwise.
6.1 Delivery of the Goods shall be deemed to take place when
6.1.1 they are delivered to your business premises; or
6.1.2 they are delivered to premises designated by you in writing.
6.2 We will only deliver to your authorised representative or other agent, who must sign for the Goods immediately upon delivery.
6.3 Goods will not be left without being signed for by your authorised agent. Signature for the Goods by your authorised agent shall stand as conclusive proof that all of the Goods listed on the delivery note have been delivered.
6.4 You must take all reasonable steps to enable delivery to take place at the agreed time and place. Nonetheless, if delivery fails as a result of circumstances beyond your control, you shall bear the cost of re-delivery.
6.5 We are not liable for nor obliged to off-load, handle or supervise the handling, off-loading and positioning of Goods upon delivery.
6.6 You shall inspect the Goods upon delivery and must within 3 days of delivery notify us in writing of any alleged defect, shortage in quantity or damage to the Goods.
6.7 If you give us notice in accordance with clause 6.6, then you must give us an opportunity, within a reasonable period of time, to inspect the Goods at your premises or the delivery site before use is made of them.
6.8 If you fail to comply with clauses 6.6 or 6.7 above:
6.8.1 the Goods shall be conclusively presumed to be in accordance with the Contract and/or delivery note and free from any defect or damage which would be apparent upon reasonable inspection;
6.8.2 you shall be deemed to have accepted the Goods; and
6.8.3 we shall have no liability to you or any other party in respect of the Goods.
6.9 If you establish to our reasonable satisfaction that the Goods are not in accordance with the Contract or are defective, your sole remedy in respect thereof shall be limited, as we elect, to making good any shortage or repairing or replacing such Goods or refunding all, or that part, of the Contract price against return of Goods in good condition.
6.10 Time for delivery shall not be of the essence of the Contract.
6.11 Delivery dates referred to in the Quotation or acceptance form or elsewhere are given in good faith but are approximate only. We shall not be under any liability to you whatsoever in respect of a failure to deliver on a particular delivery date.
Any failure by us to make delivery (including of an instalment), on a specified date or time shall not entitle you either to cancel the order or the delivery or to repudiate this Contract or to claim for any expenses, loss of profit, or any other claim. If you do not accept delivery of the goods within 14 days from when we notify you that they are available for delivery, you will be liable for a reasonable storage charge which must be paid before the Goods are released.
6.12 We may extend the date and/or time for delivery for a reasonable period where the delay in delivery is occasioned by any cause beyond our reasonable control. We will notify you as soon as reasonably practicable after we become aware of any such delay.
6.13 If you do not notify us of postponement of delivery and Goods have been dispatched and must be returned to us for re-delivery, then we will be entitled to charge you a reasonable handling and administration cost.
7.1 Where you wish to return the Goods, or some of them, which have been supplied in accordance with the Order, you will only be credited at our sole discretion with the value of the returned Goods:
7.1.1 with our prior written agreement;
7.1.2 at a price agreed by us; and
7.1.3 if the Goods are unused and undamaged.
7.2 If we discover subsequent to our written agreement to accept the Goods, that they have been used or damaged, they will be subject to a restocking charge between 5% and 100% of their value depending on their state.
7.3 Specially ordered or adapted items cannot be returned.
Ownership and Risk
8.1 Risk of damage to or loss of the Goods shall pass to you upon delivery of the Goods, or, if you fail to take delivery of the Goods in breach of this Contract, the time when we have tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods or any provision of these Conditions, all the Goods supplied shall remain our sole and absolute property both in law and in equity until you have paid us in full in cash or cleared funds for them. Until such time, you hold the Goods as our fiduciary agent and bailee.
8.3 Until such time as you become the owner of the Goods in accordance with the above provisions, you shall store them at your premises or at the delivery site, separately from your own goods or those of any other person, at your sole risk, and in a manner which makes them at all times readily identifiable as our Goods.
8.4 After the date upon which payment becomes due and payment has not been made by you in full, we shall be entitled to enter upon your premises or those of any third party where the Goods are stored and repossess the Goods and shall in any event be entitled to resell or use the Goods in the ordinary course of our business.
8.5 Your right to possession of the Goods shall cease if you do anything or fail to do anything which would entitle an Administrator or Receiver to take possession of any of your assets or if a person presents a petition for winding up or bankruptcy against you or if you become insolvent.
9.1 We are only bound by the warranties set out in this clause 9 when you have completed and returned, and we have actually received, a warranty claims form. No credits for parts will be considered in the interim.
9.2 We are only bound by the warranties set out in this clause 9 and will only provide a warranty claims form when you have paid for the Goods in full by the date of due payment.
9.3 Where you request a warranty replacement in respect of any Goods or parts, we and/or the manufacturer shall be entitled to investigate the alleged problem. If we discover that the fault or damage to the Goods identified is attributable to your own breach of obligations under the warranty, negligence or neglect (including your design):
9.3.1 the warranty shall be voided; and
9.3.2 If we have attended on site in the event of a breakdown, you shall be liable for all our travelling expenses and labour costs.
9.4 If we and/or our agent determine that the Goods are of a satisfactory quality and fit for purpose and you disagree, you may at your own cost appoint an independent expert to provide a report. In such circumstances, we reserve the right to put questions to your expert and, whilst we shall not be bound by your expert’s findings, we shall give due consideration to it.
9.5 Your warrant to us is to acknowledge that we are an F-Gas certified installer and goods are installed in accordance with Regulation (EU) No 517/2014 on Fluorinated Greenhouse Gases. Under no circumstances will any other third party operate the goods until final commission has been completed and signed off.
9.6 Subject to the additional conditions set out below, we shall provide a manufacturer’s warranty (‘the standard warranty’) that Goods will be of a satisfactory quality at the time of delivery and will be free from defects in material and workmanship for a period of 6 years .
9.7 The standard warranty period prescribed in clause 9.6 does not apply to Spare Parts which are covered by a one year warranty from the date of delivery.
9.8 The Warranty is only valid provided that the Goods are installed by a dealer or installer authorised by us and they are thereafter maintained in accordance with the manufacturer’s instructions by an authorised dealer or installer of ours.
9.9 The Warranty does not apply to unapproved combinations or non-matched equipment.
9.10 Upon our reasonable request, following any claim made by you under the Warranty, you shall provide us within 7 days of our request with satisfactory written evidence of regular maintenance.
9.11 We will not issue credits for parts until you have completed and returned our warranty forms (we will provide you with such forms upon full payment of the invoice).
9.12 If we are required to attend on site in the event of a breakdown we are entitled to charge travel expenses and labour costs.
Please read the exclusion clauses below carefully
10.1 Nothing in these Conditions shall exclude or restrict our liability for death or personal injury resulting from our negligence.
10.2 Our liability to you, whether for breach of the Contract or otherwise, shall not in any event exceed the Contract price and we shall be under no liability for any consequential or indirect loss suffered (including, but not limited to loss of profits) or liability to third parties incurred by you.
10.3 Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.4 We shall be under no liability in respect of any defect in the Goods arising from any faulty drawing, design or specification supplied by you or for defects caused by faulty design or installation of support systems installed by third parties.
10.5 We shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions or instructions provided with the Goods by the manufacturer, misuse or alteration or repair of the Goods by anyone other than one of our authorised installers.
10.6 We shall be under no liability under the Warranty if the total price for the Goods has not been paid by the due date for payment and for this purpose time for payment shall be of the essence.
10.7 Where any valid claim in respect of any Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to us in accordance with these Conditions, we shall be entitled to replace the Goods (or the part in question) free of charge or at our sole discretion, refund to you the price of the Goods (or a proportionate part of the price) but we shall have no further liability to you.
10.8 We shall not be liable to you by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract for any direct or natural losses nor any consequential loss or damage (including but not limited to loss of profits) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by our negligence or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by you except as expressly provided in these conditions.
10.9 We are not liable for any damage to third party property as a result of water damage through leaks or condensation.
10.10 You fully indemnify us against any claim made by a third party against us arising out of the sale and/or supply and/or installation, maintenance and continued use of the Goods.
11. We shall not be liable to you or be held to be in breach of the Contract by reason of any delay in performing or any failure to perform any of our obligations in relation to the Goods if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond our reasonable control: an act of God, import or export regulations or embargoes; power failure or breakdown in machinery; or delay occasioned by a third party, including our suppliers.
12.1 The information contained in any quotation shall be treated by you as strictly private and confidential up until the date you place an Order which is the subject of the Quotation.
12.2 You shall take all reasonable steps to ensure that the Quotation information is not disclosed to any third party whatsoever unless its disclosure has been expressly authorised by us in writing.
12.3 You shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives (including but without limitation, pricing information and other information) which are of a confidential nature and have been disclosed to you by us whether orally or in writing and whether or not specifically marked confidential and any other confidential information concerning our business or our products which you may obtain.
12.4 We shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives (including but without limitation, pricing information and other information) which are of a confidential nature and have been disclosed to us by you whether orally or in writing and whether or not specifically marked confidential and any other confidential information concerning your business or your products.
13. Except in respect of clause 3.6, in entering into the Contract you acknowledge that you do not rely on any statement, promise or representation made or given by us or on our behalf unless such representations are confirmed in writing by us. Nothing in this condition shall exclude or limit our liability for fraudulent misrepresentation.
14. We may from time to time publish policies in respect of warranties and other such matters. Where there are any inconsistencies between those policies and these Conditions, these Conditions take precedence over the terms of the policy.
15. Subject to clause 14 above, unless otherwise agreed in writing between the parties, these Conditions shall govern the Contract to the exclusion of any other terms and conditions (including but without limitation any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document).
16. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the 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 the notice.
17. The parties are entitled to give notice by way of email at email@example.com.
18. Any provision of these Conditions which is void or unenforceable in whole or in part shall, to the extent of the invalidity or unenforceability, be deemed severable and shall not affect any of the provisions of this Contract.
19. For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Contract is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
20.1 Upon providing you with notice, we can transfer our rights and/or obligations under this Contract to any third party provided that this does not adversely affect your rights under the Contract.
20.2 This contract is personal to you. You may not transfer your rights or obligations under this Contract to anyone else without our prior written consent.
21. No waiver or forbearance by us, whether express or implied, in enforcing any of our rights under this Contract shall prejudice our rights to do so in the future.
22. We reserve the right to modify these terms and conditions to new orders.
Jurisdiction and Governing Law
23. The Contract shall be governed by the Laws of England and the parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with it or its subject matter.