Enviro Aggregates Terms and Conditions      

1. INTERPRETATION

1.1 In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: these terms and conditions of business.

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person, firm or company who purchases the Goods from the Supplier.

Goods: the goods (or any part of them) set out in the Order.

Order: the order by the Customer for the Goods.

Supplier: Enviroaggregates Limited (registered in England and Wales with company number 04550588).

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(d) A reference to writing or written includes faxes and e-mails.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and no variation shall be permitted except in writing with agreement of the Supplier.

2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer shall ensure that the terms of the Order submitted by the Customer are complete and accurate.

2.3 The Order shall be deemed to be accepted either when the Supplier issues a written acceptance of the Order, or when it acts upon the Order. At such point the Contract shall arise.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter, or advertising issued by the Supplier and any descriptions or illustrations contained in the catalogues or brochures of the Supplier are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

2.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

3. GOODS

3.1 The Goods are described on the Supplier’s website and in any of its catalogues.

3.2 The Supplier reserves the right to amend the specification of the Goods if the same is necessary as the result of statutory or regulatory requirements.

4. DELIVERY

4.1 The Supplier shall for each delivery of the Goods provide a delivery note which shows the date of the Order, all relevant reference numbers of the Customer and the Supplier, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.

4.2 Goods may be collected, however the Supplier shall otherwise deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location, or upon collection, as applicable.

4.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event described in Condition 10 or the failure of the Customer to provide the Supplier with adequate delivery instructions or to make a site ready to accept delivery.

4.5 If the Customer fails to take delivery of the Goods within 3 Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or a material failure of the Supplier to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 12:00 pm on the third Business Day following the day on which the Supplier notified the Customer that the Goods were ready; and

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.6 10 Business Days after the Supplier notified the Customer that the Goods were ready for delivery, should the Customer not have taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods, or charge the Customer for any shortfall below the price of the Goods.

4.7 Subject to Condition 4.8, the Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered.

4.8 If the Goods are listed in the Supplier’s catalogue as being supplied by the bag load, the Contract shall indicate whether this is a bulk bag or a handy bag. Bag loads are estimated quantities and the Customer is not entitled to reject the Goods regardless of the actual weight per bag.

4.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1 Subject to the further terms of this Condition 5, if the Customer gives notice in writing to the Supplier within 10 days of delivery that there is a material discrepancy or defect/contamination in the Goods supplied as against the Order, and the Supplier is given a reasonable opportunity of examining such Goods then the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.

5.2 The Supplier shall not be liable to replace or refund under Condition 5.1 in any of the following situations: -

(a) The Goods have been mixed with others or incorporated in any object or structure;

(b) The Customer makes any further use of such Goods after giving notice in accordance with Condition 5.1; or

(c) The discrepancy or defect arises because the Customer failed to follow the oral or written instructions of the Supplier as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or

(d) The Customer alters such Goods without the written consent of the Supplier;

(e) The discrepancy or defect arises as a result of fair wear and tear, impact of normal weather conditions, wilful damage, negligence, or abnormal storage or working conditions; or

(f) The Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

5.4 These Conditions shall apply to any replacement Goods supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on delivery.

6.2 Title to the Goods shall not pass to the Customer until the Supplier has received payment in full on any account (in cash or cleared funds) for:

(a) the Goods; and

(b) any other goods or services that the Supplier has supplied to the Customer in respect of which payment has become due.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) hold the Goods on a fiduciary basis as the bailee of the Supplier;

(b) store the Goods separately from all other goods held by the Customer so that they remain uncontaminated by other materials and readily identifiable as the property of the Supplier;

(c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(d) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(e) notify the Supplier immediately if it becomes subject to any of the events listed in Condition 8.2; and

(f) give the Supplier such information relating to the Goods as the Supplier may require from time to time,
but the Customer may resell or use the Goods in the ordinary course of its business.

6.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in Condition 8.2, or the Supplier reasonably believes that any such event is about to happen, then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

6.5 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods may be stored in order to inspect or remove them. All legal or other costs or expenses arising as a result of the Supplier repossessing any Goods shall be borne by the Customer including any costs associated with access being made to premises not owned by the Customer where the access was not approved.

6.6 On termination of the Contract for any reason, the Supplier’s (but not the Customer's) rights in this condition 6 shall remain in effect.

6.7 The Supplier may appropriate payments by the Customer to such Goods as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the published price list of the Supplier in force as at the date of delivery.

7.2 The Supplier may, by giving notice to the Customer at any time up to 3 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond the control of the Supplier (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

7.3 For Goods being delivered to any external site, the price of the Goods is inclusive of the costs and charges of packaging, insurance and transport of the Goods.

7.4 The price of the Goods is exclusive of amounts in respect of VAT. The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

7.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.

7.6 The Customer shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier or by cheque made payable to the Supplier. Time of payment is of the essence.

7.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of HSBC Bank plc from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.8 The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

8. THE CUSTOMER'S INSOLVENCY OR INCAPACITY

8.1 If the Customer becomes subject to any of the events listed in Condition 8.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Goods delivered to the Customer shall become immediately due.

8.2 For the purposes of Condition 8.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(c) (being an individual) the Customer is the subject of a bankruptcy petition or order;

(d) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(e) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

(f) (being a company) a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;

(g) a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;

(h) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 8.2(a) to Condition 8.2(g) (inclusive);

(i) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;

(j) the financial position of the Customer deteriorates to such an extent that in the opinion of the Supplier the capability of the Customer to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

(k) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

8.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Conditions which expressly or by implication survive termination of the Contract shall continue in full force and effect.

9. LIMITATION OF LIABILITY – YOUR ATTENTION IS DRAWN TO THIS CONDITION

9.1 Nothing in these Conditions shall limit or exclude the liability of the Supplier for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or

(b) fraud or fraudulent misrepresentation; or

(c) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2 Subject to Condition 9.1:

(a) the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) the total liability of the Supplier to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed either 50% of the price of the Goods, or £1,000, whichever is the lower.

9.3 The sole liability of the Supplier for contamination shall be to replace or refund in accordance with the terms of condition 5.1.

10. FORCE MAJEURE

10.1 The Supplier shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond its reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including without limitation strikes, lock-outs or other industrial disputes, failure of energy sources or transport network, acts of God, war, and terrorism, extreme weather conditions, fires, floods, storms, earthquakes, epidemics or similar events or default of suppliers or subcontractors.

10.2 It a Force Majeure Event continues for more than 10 working days, the Supplier may by notice terminate the unperformed part of the Contract, without liability to the Customer for any loss arising.

11. ASSIGNMENT AND SUBCONTRACTING.

11.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

11.2 The Customer may not assign, transfer, or purport to assign or transfer the contract or there benefit thereof to any person whomsoever.

12. NOTICES.

12.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or its principal place of business or to such other address as that party may have specified, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, commercial courier, fax or e- mail.

12.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 12.1; if sent by pre-paid first- class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

12.3 The provisions of this Condition shall not apply to the service of any proceedings or other documents in any legal action.

13. SEVERANCE.

14. If any of these Conditions are found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15. WAIVER.

15.1 A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

16. THIRD PARTY RIGHTS.

16.1 A person who is not a party to the Contract shall not have any rights under or in connection with it.

17. GOVERNING LAW AND JURISDICTION.

17.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.