This document sets out the T&Cs upon which Envirovent Limited (“Us”, “We”, “Our”) is willing to purchase goods and/or services from you (“You”, “Your”).
1.1 In these T&Cs the following words and expressions shall have the following meanings:
“Contract” means the contract between Us and You for the sale and purchase of the Goods and/or Services in accordance with these T&Cs;
“Deliverables” means all documents, products and materials developed by You or Your agents, contractors and employees as part of or in relation to the Services and/or the Goods in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts);
“Delivery Date” means the date specified in the Order, or, if no such date is specified, within 28 days of the date of the Order;
“Delivery Location” means Our premises or such other location as is set out in the Order, or as expressly instructed by Us prior to delivery;
“Force Majeure Event” means an event (such as a fire, flood, natural disaster, strike or act of terrorism) that, materially adversely affects a party’s ability to perform one or more of its obligations under the Agreement and which is clearly outside of the control of the party so affected;
“Goods” means the goods (including any installment or any part of them) set out in the Order;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Our Policies” means the policies and guidelines available on Our Website at https://www.envirovent.com/about-us/policies/ as amended by notification to You from time to time;
“Order” means Our purchase order to which these T&Cs shall apply;
“Price” means the fixed price of the Goods and/or the charge for the Services as set out in the Order;
“Specification” means any description or specification for the Goods and/or the Services, including any related plans, drawings, data or other information or requirements of Envirovent relating to the Goods and/or the Services;“Services” means the services, including any Deliverables, provided by You under the Contract and any related services performed by You;
“TUPE” the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended; and
“Website” means the policies and guidelines available on our Website at https://www.envirovent.com/ as amended from time to time.
1.2 In these T&Cs:
1.2.1 any reference to the singular includes the plural and vice versa and any reference to one gender includes all genders;
1.2.2 reference to persons shall include a natural person, bodies corporate, partnerships, unincorporated associations and any other legal or commercial entity or undertaking;
1.2.3 reference to a party includes its successors and permitted assigns;
1.2.4 reference to a statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;
1.2.5 where either party is required to perform an obligation then that party shall, unless otherwise expressly stated to the contrary, bear all cost and expense associated with the performance of the obligation in question;
1.2.6 the words include, includes, including and included will be construed without limitation; and
1.2.7 a reference to writing or written includes fax and email.
2.1 You acknowledge that these T&Cs apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. You shall not, and shall ensure that Your personnel shall not, attempt to bind You to terms and conditions which are not these T&Cs.
2.2 The Order constitutes an offer by Us to purchase the Goods in accordance with these T&Cs, such offer being deemed accepted on the earlier of:
2.2.1 You issuing a written acceptance of the Order;
2.2.2 You doing any act consistent with fulfilling the Order
at which point the Contract shall come into existence (the “Commencement Date”).
2.3 All of these T&Cs shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
2.4 This Contract (and any Order) shall not grant You any exclusive right to supply Goods or perform the Services to Us. We do not guarantee the purchase of any minimum volume, any specific amount or revenue to You unless otherwise specifically set forth in an Order.
3.1 You shall ensure that the Goods shall:
(a) correspond with their description and any applicable Specification;
(b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by You or made known to You by Us expressly or by implication, and in this respect We rely on your skill and judgement;
(c) where they are manufactured products, be free from defects in design, material and workmanship and remain so for 2 years after the earlier of commencement of use of the Goods and 12 months after delivery of the Goods to Us pursuant to the Contract; and
(d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, importation and delivery of the Goods.
3.2 You shall at all times maintain all the licences, permissions, authorisations, consents and permits that You need to carry out Your obligations under the Contract in respect of the Goods.
3.3 We shall have the right to inspect and test the Goods at any time before delivery. If following such inspection or testing we consider that the Goods do not conform or are unlikely to comply with Clause 3.1, You shall immediately take such remedial action as is necessary to ensure compliance. Any such inspection or testing shall not reduce or otherwise affect Your obligations under the Contract, and We shall have the right to repeat inspections and tests as We may reasonably require.
3.4 You shall deliver the Goods on the Delivery Date to the Delivery Location during Our normal business hours, or as expressly instructed by Us.
3.5 Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
3.6 Title and risk in the Goods shall pass to Us on completion of delivery by You to the Delivery Location.
3.7 Time for delivery shall be of the essence.
3.8 You shall ensure that:
3.8.1 the Goods are properly packed and secured to enable them to reach their destination in good condition;
3.8.2 each delivery of the Goods shall be accompanied by a delivery note stating the date of the Order, the Order number (if any), the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered;
3.8.3 if you require Us to return any packaging material to You, that fact is clearly stated on the delivery note and such return shall be at your cost.
3.9 You shall not deliver the Goods in instalments without Our prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by You to deliver any one instalment on time or at all or any defect in an instalment shall entitle Us to the remedies set out in Clause 5.
4.1 You shall from the date set out in Order and for the duration of the Contract supply the Services to Us in accordance with the terms of the Contract.
4.2 You shall meet any performance dates for the Services specified in the Order or that we notify to you and time is of the essence in relation to any of those performance dates.
4.3 In providing the Services, You shall:
4.3.1 co-operate with Us in all matters relating to the Services, and comply with all of Our instructions;
4.3.2 perform the Services with the best care, skill and diligence in accordance with best practice in Your industry, profession or trade;
4.3.3 use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that Your obligations are fulfilled in accordance with the Contract;
4.3.4 ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose that We expressly or impliedly make known to You;
4.3.5 provide all equipment, tools and vehicles and such other items as are required to provide the Services;
4.3.6 use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Us, will be free from defects in workmanship, installation and design;
4.3.7 obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
4.3.8 observe all health and safety rules and regulations and any other security requirements that apply at any of Our premises;
4.3.9 hold all materials, equipment and tools, drawings, specifications and data supplied by Us to you (“Our Materials”) in safe custody at Your own risk, maintain Our Materials in good condition until returned to Us, and not dispose or use Our Materials other than in accordance with our written instructions or authorisation; and
4.3.10 not do or omit to do anything which may cause Us to lose any licence, authority, consent or permission upon which We rely for the purposes of conducting Our business, and You acknowledge that We may rely or act on the Services.
5.1 If the Goods are not delivered on the Delivery Date or to the Delivery Location, or the Services are not performed by the applicable date, or if the Goods and/or Services do not comply with the Contract then, without limiting any of Our other rights or remedies whether under the Contract, statute or common law, We shall (at Our sole discretion) have the right to any one or more of the following remedies, whether or not We have accepted the Goods and/or Services:
5.1.1 to terminate the Contract with immediate effect (and with no liability to Us) by giving written notice to You;
5.1.2 to reject the Goods and/or Services (in whole or in part) whether or not title has passed and return the Goods and/or Deliverables to You at Your own risk and expense;
5.1.3 to require You to repair or replace the rejected Goods, or to provide repeat performance of the Services, or to provide a full refund of the price of the rejected Goods and/or Services (if paid);
5.1.4 to refuse to accept any subsequent delivery of the Goods and/or performance of the Services which You attempt to make;
5.1.5 to recover from you any costs incurred by Us in obtaining substitute goods and/or services and/or deliverables from a third party;
5.1.6 to require a refund from You of sums paid in advance for Services that You have not provided and/or Goods that You have not delivered; and
5.1.7 to claim damages for any other costs, loss or expenses incurred by Us which are in any way attributable to Your failure to carry out your obligations under the Contract.
5.2 The provisions of this Clause 5 shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by You.
5.3 Our rights under the Contract are in addition to our rights and remedies implied by statute and common law.
6.1 The Price for the Goods shall be:
6.1.1 the fixed price set out in the Order, or if no price is quoted, the price set out in Your published price list in force at the Commencement Date;
6.1.2 inclusive of the costs of packaging, insurance and carriage of the Goods; and
6.1.3 exclusive of amounts in respect of value added tax (VAT) (which shall be payable by Us on receipt of a valid VAT invoice).
6.2 No additional charges or increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of one of Our duly authorised representatives.
6.3 The charges for the Services shall be set out in the Order and shall be the full and exclusive remuneration of You in respect of the performance of the Services. Unless otherwise agreed in writing by Us, the charges shall include every cost and expense of You directly or indirectly incurred in connection with the performance of the Services.
6.4 In respect of the Goods, You shall invoice Us on or at any time after completion of delivery. In respect of Services, You shall invoice Us on completion of the Services. Each invoice shall include such supporting information required by Us to verify the accuracy of the invoice, including but not limited to the relevant purchase order number. Failure to do so will result in non-payment and no fee will be due thereafter in respect of the relates Goods and/or Services.
6.5 In consideration for the supply of the Goods and/or Services by You, we shall pay correctly rendered and undisputed invoices within 56 days of the end of the month in which we receive the invoice (or within such longer period as may be agreed by the parties). Payment shall be made to the bank account nominated in writing by You.
6.6 As regards any sum that either of Us is obliged to pay the other, interest will accrue on such sums from the date that payment of the sum in question was due to be paid until the date that it is paid in full, at the rate of 2% per annum above the base rate of the Bank of England from time to time. No interest shall accrue on payments the defaulting party disputes in good faith.
6.7 We may at any time, without notice to You, set off any of your liability to Us against any of Our liability to You and whether or not either liability arises under the Agreement or otherwise.
7.1 Subject to Clause 7.3, in respect of any claim by either party against the other which arises under or in connection with the Agreement (and whether arising in contract, tort (including negligence) or otherwise) (a “Claim”) neither party shall be liable for any so called indirect or consequential loss.
7.2 Neither party shall be liable in relation to any Claim that arises as a result of the other’s negligence or breach of the Contract.
7.3 Neither party excludes or limits its liability under the Contract:
7.3.1 for death or personal injury caused by its negligence;
7.3.2 for fraud or fraudulent misrepresentation; or
7.3.3 for any other type of liability which cannot, under English Law, be limited or excluded.
8.1 You shall keep Us indemnified against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by Us as a result of or in connection with:
8.1.1 breach of any warranty given by You in relation to the Services;
8.1.2 any claim that the Goods and/or Services infringe, or their importation, use, receipt or resale, infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person;
8.1.3 any liability under the Consumer Protection Act 1987 in respect of the Goods;
8.1.4 any act or omission of You or Your employees, agents, personnel or subcontractors in supplying, delivering and installing the Goods; and
8.1.5 the employment of and/or the termination of the employment of any individual and in respect of any claim arising out of the actual or alleged application of TUPE to the Contract or the commencement and/or termination of any services provided by You.
9.1 Throughout the term of the Agreement and for a period of three years following termination or expiry You shall maintain in force with a reputable insurance company, the insurance (types and specified level of cover) as detailed on Our Website at https://www.envirovent.com/about- us/insurance-certificates-and-policies/ to cover the liabilities that arise under or in connection with the Contract (“the Insurance Policies”). For the avoidance of doubt, the Insurance Policies required will include public liability insurance, product liability insurance and Employers' liability insurance.
9.2 You will, promptly following Our request for the same, supply Us with such evidence as We shall reasonably require that all premiums due in respect of the Insurance Policies have been paid when due.
10.1 Each party agrees that, in the performance of its respective obligations under this Contract, it shall comply with the provisions of the General Data Protection Regulation, together with the Data Protection Act 2018 and any other law applicable to the protection of personal data in effect from time to time, in each case to the extent it applies to each of them.
11.1 Subject to Clause 24.2, each party agrees to maintain confidential the terms of these T&Cs and all information obtained from the other pursuant to these T&Cs, to respect the other’s proprietary rights in it, to use it exclusively for the purpose of these T&Cs and to disclose the same only to those of its respective directors, officers and employees or professional advisors (“Personnel”) to the extent that such disclosure is reasonably necessary and proper for the purpose of these T&Cs, their duties or position.
11.2 Each party shall procure that all of our respective Personnel who have access to any information of the other shall be made aware of and subject to these obligations.
11.3 The obligations imposed by this Clause 11 shall not apply to any information which:
11.3.1 is at the date of the Contract generally known to the public or later becomes generally known to the public otherwise than by reason of breach of the recipient’s obligations under these T&Cs;
11.3.2 is prior to disclosure under the Contract in the possession of the recipient free of any obligation of confidentiality;
11.3.3 subsequent to disclosure under the Contract becomes lawfully available to the recipient from a source independent of the other;
11.3.4 is independently developed by a party without recourse to any information supplied by the other party; or
11.3.5 either party is required to disclose by Law or by the rules of any governmental or other regulatory body (including any applicable stock exchange or by a court or other authority of competent jurisdiction) provided that the party that is required to make the disclosure in question gives the other as much notice of that disclosure as possible and takes into account the reasonable requests of the other in relation to the content of this disclosure.
11.4 The obligations imposed by this Clause 11 shall survive the variation, renewal, expiry or termination of the Agreement.
12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in Our Materials) shall be owned by You.
12.2 You grant to Us, or shall procure the direct grant to Us of, a fully paid-up, worldwide, non- exclusive, royalty-free perpetual and irrevocable licence to copy and modify the Deliverables (excluding Our Materials) for the purpose of receiving and using the Services and the Deliverables.
12.3 We grant you a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by Us to you for the term of the Contract for the purpose of providing the Services to Us.
12.4 Our Materials remain Our exclusive property.
13.1 We can terminate the Order in whole or in part with immediate effect by giving notice to You at any time before delivery of the Goods or performance of the Services, in which case our sole liability shall be to pay You the Price for Goods already delivered or Services already performed by You with the written authorisation of Us, less your net saving of costs arising from termination.
13.2 Without limiting Our other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to You if:
13.2.1 You commit a material breach of any term of the Contract and (if remediable) fails to remedy that breach within 20 days of being notified in writing to do so;
13.2.2 You take any step or action in connection with You entering administration, provisional liquidation or any composition or arrangement with Your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of Your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
13.2.3 You suspend, or threaten to suspend, or ceases or threatens to cease to carry on all or a substantial part of Your business;
13.2.4 Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy.
14.1 Each of our respective rights, liabilities and obligations shall cease on termination or expiry of the Contract save for any provision of the Agreement which is expressly or impliedly (including Clauses 6 (payment provisions), 7 (liability), 9 (insurance) and 11(confidentiality), to continue in force after termination or expiry of the Contract which shall continue in force notwithstanding such termination or expiry.
15.1 In performing the Contract, You shall:
15.1.1 comply with all applicable laws, statutes, regulations and codes from time to time in force; and
15.1.2 comply with Our Policies.
16.1 Any exercise by Us of our rights under the Contract shall not limit or affect any other rights or remedies available to Us.
17.1 The invalidity or unenforceability of any term of, or any right arising pursuant to, the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
18.1 Notices sent under or in connection with these T&Cs must be in writing and:
18.1.1 sent by first class, pre-paid, post;
18.1.2 delivered by hand; or
18.1.3 sent by email to the email address at the receiving party set out in the Order.
18.2 In respect of both postal delivery and delivery by hand, the notice shall be addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified in writing under this provision to the party giving the notice.
18.3 Notice is deemed given:
18.3.1 in the case of hand delivery – at the time the delivery is made;
18.3.2 in the case of posting to an address in the UK 2 Working Days after the notice is posted; and
18.3.3 in the case of email at the time of transmission provided that notice of failed or incomplete transmission is not received by the sender.
19.1 We may at any time assign, transfer or deal in any other manner with any or all of its rights and obligations under the Contract.
19.2 You shall not assign, transfer or deal in any other manner with any of its rights and obligations under the Agreement without Our prior written consent.
20.1 No failure or delay on the part of either party relating to the exercise of any right, power, privilege or remedy provided under the Contract shall operate as a waiver of such right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other nor (save where expressly provided otherwise in the Agreement) shall any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of such or any other right, power, privilege or remedy provided in the Contract or at law or in equity.
21.1 The Contract contains the whole agreement between the parties and it supersedes any prior written or oral agreement between the parties and is not affected by any other promise, representation, warranty, usage, custom or course of dealing. Save where expressly stated otherwise in this agreement, both parties confirm that neither has entered into this agreement on the basis of any representation that is not expressly incorporated into the Contract. Nothing in the Contract shall exclude liability for any fraudulent statement or act made prior to the date of the Contract.
22.1 No variation or amendment to the Contract shall be effective unless in writing and signed by each parties’ respective authorised representatives.
23.1 The relationship between You and Us shall be that of independent contractors and nothing in the Contract or in any document referred to in it shall be deemed to constitute a partnership between either party and any other person.
24.1 Each party shall:
24.1.1 comply with all Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and shall ensure that our employees, representatives, subcontractors and agents comply with such Laws;
24.1.2 have and shall maintain in place during the continuance of the Contract, their own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010 and each party will enforce them where appropriate;
24.1.3 promptly report to the other any request or demand for any undue financial or other advantage of any kind received in connection with the Contract;
24.1.4 upon request, certify to the other, in writing, that it has complied with this Clause 24 and each party shall provide such supporting evidence of compliance as the other shall reasonably require; and
24.1.5 ensure that all persons associated with them in relation to the Contract comply with this Clause 24.
24.2 Each of Us may disclose the Contract and any information that it obtains in connection with it to any government agency or regulatory authority, or other persons that it reasonably determines, have a need for such information in connection with the Bribery Act 2010.
25.1 If the performance of either party of an obligation under the Contract (other than an obligation to pay sums) is detrimentally affected by a Force Majeure Event then, immediately upon becoming aware of such detrimental effect, each party shall notify the other of the nature of the Force Majeure Event in question and the obligations detrimentally affected by the Force Majeure Event in question and how they are so affected (an “FM Notice”). From the date of the FM Notice in question whichever party sent the FM Notice in question shall, subject to Clause 25.2, whilst the Force Majeure Event in question continues to have a detrimental effect on our obligations:
25.1.1 be released from performing those obligations that the party has stated in the FM Notice that it is entirely unable to perform;
25.1.2 be excused from full performance of those obligations the performance in respect of which we have stated in the FM Notice will be limited but only to the actual extent by which its performance of the obligation in question is limited by the Force Majeure Event in question; and
25.1.3 make all reasonable efforts to resume full performance of the obligations affected by the Force Majeure Event in question.
25.2 Whichever party receives the FM Notice in respect of the Force Majeure Event in question shall be entitled to terminate the Agreement with immediate effect by notice to the other at any time during the period commencing on the date that is 1 month after the date of the FM notice in question and ending on the date that all of the obligations referred to in the FM Notice in question cease to be detrimentally affected by the Force Majeure Event in question.
26.1 The Contract shall be governed and construed by the laws of England and we both agree that the English Courts shall have the exclusive jurisdiction over any dispute (contractual or non- contractual) arising out of or in connection with the Contract, the Goods and/or the Services.
© EnviroVent Ltd 2023. All right reserved. Part of S&P Group.