1. Definitions
“Agreement” is a reference to these Terms and Conditions, any quotation, order form and payment instructions provided to you; “Customer”, “you”, “your” and “yours” are references to you the entity or person ordering Goods from us;
“Goods” means the products specified on the Order and supplied by us to the Customer;
“Order” means an order placed by you for the Goods;
“Services” mean the services described on the Order that you have requested us to provide to you;
“Terms and Conditions” means the terms and conditions of supply set out in this document; and
“we”, “us” and “our” are references to Conserva UK, Company Registration 13136687 of First Floor, Beeson House, Lintot Square, Southwater, West Sussex, RH13 9LA.
2. Specification, Quotations and Ordering
2.1 In some cases where the Customer has developed its own specification we will provide you with a quote for the Goods based on that specification. We reserve the right to alter the specification where we consider it reasonable to do so in order to comply with applicable safety, technical or statutory requirements. The Customer must take all reasonable steps to ensure that the specification supplied is accurate as we cannot be held liable for any costs incurred as a result of an inaccurate specification provided to us.
2.2 The quotation will be valid for 30 days from the date of the quotation. 2.3 Once we receive your Order we will notify you if the Order has been accepted by us either verbally or in writing and agree a date for delivery. When you place an Order with us you accept that the Goods and Services will be provided in accordance with this Agreement. 2.4 Due to the nature of the Goods, they are not sold by sample. Any descriptions, samples, drawings, specifications and colours are illustrative only, are intended as a guide only to the final product and do not form part of this Agreement. We cannot be held liable if the final product does not conform to the original description. We reserve the right to substitute the Goods ordered with a suitable alternative which is substantially the same as the original Goods.
3. Delivery
3.1 Delivery periods quoted at the time of ordering the Goods are approximate only and may vary. Goods will be delivered to the address nominated by you at the time of ordering. Time is not of the essence for delivery of the Goods.
3.2 If the Customer fails to accept delivery of the Goods at the time they are ready for delivery, or we are unable to deliver the Goods to the site at the nominated time due to failure on the part of the Customer to provide appropriate instructions or documentation, then the Goods shall be deemed to have been delivered to the Customer and all risk and responsibility in relation to the product shall pass to the Customer. Any storage, insurance and other costs which are incurred as a result of the inability to deliver the Goods shall be the responsibility of the Customer who shall indemnify us in full for such cost.
3.3 It is the responsibility of the Customer to ensure that at the time of delivery of the Goods adequate arrangements, including labour and access, are in place for the safe delivery of the product. We cannot be held liable for any damage, cost or expense incurred to the Goods or the site where this arises as a result of a failure to provide adequate access or arrangements for delivery. You must make us aware of any issues with the site or the location which may hinder or affect our ability to deliver the Goods. Any failure to do so may result in increased costs and delays.
3.4 We reserve the right to deliver the Goods in instalments and each delivery shall constitute a separate contract entitling us to invoice you for the Goods delivered.
4. Our Obligations
4.1 Where we have agreed to provide Services to you under this Agreement we will do so with reasonable skill and care in accordance with accepted
industry practice and standards. We will provide the Services and deliver the Goods, as far as possible, in a timely manner in accordance with the lead times quoted to you however time is not of the essence of this Agreement other than with respect to your obligation to make payment.
4.2 You must notify us immediately if you find the Services or the Goods supplied to be defective in any way (which must be no later than 7 days of completion of the work) and allow us an opportunity to investigate and remedy the defect.
4.3 Where we have agreed that the Goods are defective then we will supply suitable replacement Goods free of charge provided you have notified us of the defect within the required period. In no circumstances will we reimburse you for any rework or repairs which have been carried out by a third party without our express consent.
5. On Site Requirements
5.1 If we have agreed to attend the site to provide our Services to you, it shall be your responsibility to ensure that the site is suitable for the purpose, that the facilities that we have described on the Order are made available to us at your cost and that the work area is clear of all clutter and is well lit. We cannot accept any liability for any costs, damages or losses incurred by you or any third party as a result of your failure to disclose risks that you knew or ought to have known of prior to our attending the site.
6. Prices and Payment
6.1 The price for the Goods and Services shall be the price set out in the quotation or our current price list plus any other charges (including delivery charges) that we are entitled to make under this Agreement.
6.2 An invoice for will be issued to you at the point specified in the quotation that we have provided to you. Value added tax will be added to the invoice which is payable by you. We reserve the right to request a deposit at the time you place an Order with us. The amount of deposit required will specified in the quotation.
6.3 Payment of each invoice must be made by the date and the method stated on the invoice.
6.4 In the event of a query or dispute with an invoice you must notify us of your query or the nature of your dispute within 7 days of the date of the invoice. Failure to notify within this time will mean that you are deemed to have accepted the invoice in full and the full amount is due and payable. In the case of valid queries or disputes, you must pay us the undisputed amount by the due date. You are not entitled to set off any sum owing by you under this Agreement against any sum that we may owe you.
6.5 Failure to pay on time may result in late payment charges which shall be calculated in accordance with The Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the date the payment was originally due until the date of actual payment.
6.6 We reserve the right to charge an administration fee for any late payment notices which we send to you in the event of your late payment. We also reserve the right to cancel any discount that we may have offered to you, to alter your payment terms and/or to suspend or cancel future deliveries in the case of late payment.
6.7 Notwithstanding the provisions of Clause 8, if we are not paid we may instruct a debt collection agency or law firm to collect our payment (including any interest and/or late payment charges) on our behalf. In such circumstances you will be liable to pay an additional sum to us which will not exceed the reasonable costs that we may have to pay the debt collection agency or law firm, who will add the sum to your outstanding debt on our behalf.
7. Cancellation
7.1 You are not entitled to cancel your Order with us once the Goods have been despatched or the Services have started. For all Customers who are purchasing the Goods in the course of a trade, if we decide to accept cancellation of your Order, we shall be entitled to charge you a cancellation fee of up to 75% of the Order value and this shall become immediately due and payable to us. Any deposit which may have been paid at the time of placing an Order will not be refunded in cases of cancellation.
7.2 We reserve the right to cancel or suspend your Order at any time if you become bankrupt or insolvent, enter into any arrangement with your creditors, or being a company, go into liquidation or are wound-up, or being a partnership, are dissolved or if, in our reasonable opinion, one of the aforementioned events is likely to occur. You must notify us in writing immediately if any one of the aforementioned events occurs. In such cases you shall become liable to pay the total value of the Order if the product has been despatched, otherwise a cancellation fee of up to 75% of the Order value shall be charged.
8. Title
8.1 Full title in all Goods supplied by us shall remain fully vested in us until we receive payment in full for all monies owed to us. We shall be entitled to re-take possession of the Goods in the event of non-payment and you hereby grant us a non-revocable licence to enter your premises for the purposes of recovering the Goods.
8.2 Until such time as the property in the Goods passes to you, you shall hold all Goods supplied to you as our fiduciary agent and bailee, and shall keep all of the Goods properly stored, protected and insured (against the risks for which a prudent owner would insure them and hold the policy on trust for us) and clearly identified as our property. You hereby grant us permission to enter any premises where the Goods may be stored at any time to inspect them.
8.3 Until such time as the property in the Goods passes to you, we shall be entitled at any time to require you to return the Goods to us at your cost, and if you fail to do so forthwith, to enter upon any of your premises or any third party premises where the Goods are stored and repossess the Goods using reasonable force if necessary.
8.4 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain our property, but if you do so all moneys owing by you to us shall (without prejudice to any other right or remedy we may have) forthwith become due and payable.
8.5 Until such time as you have paid us all monies owing to us, if you become bankrupt or insolvent, enter into any arrangement with your creditors, or being a company, go into liquidation or are wound-up, or being a partnership, are dissolved or if, in our reasonable opinion, one of the aforementioned events is likely to occur and we notify you of such belief in writing you will no longer be entitled to use and sell any of our Goods and these must be returned to us immediately at your cost or we shall be entitled to re-take possession in accordance with Clause 8.3.
9. Limitation of Liability
9.1 We disclaim any and all liability to you for the supply of the Goods and Services to the fullest extent permissible under applicable law. This does not affect your statutory rights as a consumer. If we are found liable for any loss or damage to you such liability is limited to the amount you have paid for the Goods and/or Services. We cannot accept any liability for any loss, damage or expense, including any direct or indirect loss such as loss of profits, to you howsoever arising.
9.2 We shall not be held liable for any failure or delay in performing Services or delivering the Goods where such failure arises as a result of any act or omission which is outside our reasonable control such as an act of God or those of third parties.
9.3 We do not accept liability for any indirect loss, consequential loss, loss of data, loss of income or profit, loss or damage to property and/or loss from claims of third parties arising out of the use of the Goods or Services provided by us.
9.4 We shall not be liable for any misrepresentations other than fraudulent misrepresentations.
9.5 We do not accept any liability for any costs, losses or expenses that the Customer may incur as a result of the specification being incorrect. 9.6 Nothing in these Terms and Conditions shall limit or exclude our liability for personal injury or death arising as a direct result of our negligence or any liability which cannot be limited or excluded by law.
10. General
10.1 We may subcontract any part or parts of the performance of the Services that we provide to you from time to time and we may assign or novate any part or parts of our rights and obligations under this Agreement without your consent or any requirement to notify you. You may not assign or transfer your obligations under this Agreement without our express written consent.
10.2 This Agreement constitutes the entire agreement between you and us. No other terms, statements, representations or promises whether expressed or implied shall form part of this Agreement. In the event of any conflict between these Terms and Conditions and any other term or provision, these Terms and Conditions shall prevail.
10.3 If any term or condition of our Agreement shall be deemed invalid, illegal or unenforceable, we both agree that such term or condition shall be deemed to be deleted and the remainder of the Agreement shall continue in force without such term or condition.
10.4 These Terms and Conditions and our Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto submit to the exclusive jurisdiction of the courts of England and Wales.
10.5 No delay or failure on our part to enforce our rights or remedies under the Agreement shall constitute a waiver on our part of such rights or remedies unless such waiver is confirmed in writing.
10.6 It is not intended that the undertakings and obligations of the parties set out in this Agreement shall be for the benefit of and capable of being enforced by any other person by virtue of the Contracts (Rights of Third Parties) Act 1999.