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Terms & Conditions

In these conditions of sale:

1.1 The following expressions shall have the meanings set out opposite them unless the context otherwise requires:

“Acknowledgement of Order” means the acknowledgement by the Seller of an order placed by the Buyer for the provision of the Goods and/or the Services in accordance with the Quotation and the Contract;

“Applicable Law” means any:

(a) law including any statute, statutory instrument, bye law, order, regulation, directive, treaty, decree or decision (including any judgment, order or decision of any court, regulator or tribunal);

(b) rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or

(c) industry code of conduct or guideline, in force from time to time which relates to the Contract and/or the Goods and/or the Services;

“Buyer” means the person, firm or company with whom the Contract is made, as set out in the Seller’s Quotation;

“Contract" means the contract between the Seller and the Buyer for the sale of the Goods and Services by the Seller to the Buyer into which these conditions of sale are incorporated;

“Data Breach" means:

(a) a Data Breach leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted stored or otherwise processed; or

(b) any other discovery, suspicion or circumstance relating to the security of Personal Data which the relevant party is either required to report pursuant to the Data Protection Laws, or which the relevant party decides to report, to the Information Commissioner’s Office or any other supervisory or regulatory body;

“Data Protection Laws” means all applicable laws relating to data protection, the processing of Personal Data and privacy, including:

• the General Data Protection Regulation (EU) 2016/679 (“GDPR”);

• the Data Protection Acts 1998 and 2018;

• the proposed Regulation on Privacy and Electronic Communications (“RPEC”) from its application date;

• Directive 2002/58/EC (until superseded by the RPEC) and the local laws implementing such directives; and

• upon the United Kingdom’s departure from the European Union, any laws superseding and/or supplementing GDPR, Directive 2002/58/EC and/or RPEC,

• and references to “controller”, “processor”, “data subjects”, “process”, “processed”, “processing”, and “supervisory authority” have the meanings set out in, and will be interpreted in accordance with, such applicable laws;

“Force Majeure Event” means:

(a) an act of God;

(b) war, insurrection, riot, civil commotion, act or threat of terrorism;

(c) lightning, earthquake, fire, flood, storm or extreme weather condition;

(d) theft or malicious damage;

(e) strike, lockout or industrial dispute (whether affecting the workforce of a party and/or any other person);

(f) breakdown or failure of plant or machinery;

(g) inability to obtain essential supplies or materials;

(h) change in Applicable Law; or

(i) any event or circumstance to the extent it is beyond the reasonable control of the Seller;

“Goods” means the goods which the Seller is to supply in accordance with the Contract, as set out in the Quotation;

“Liability” means liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Contract and/or any defect in any of the Goods, in each case howsoever caused including if caused by negligence;

“Personal Data” means any information relating to an identified or identifiable individual (an identifiable individual being one who can be identified, directly or indirectly, in particular by reference to an identification number (e.g. social security number) or one or more factors specific to their physical, physiological, mental, economic, cultural or social identity) supplied by either party to the other party specifically for the purposes of the Seller providing the Goods and/or Services and which may include personal data about: (i) the Seller; (ii) the Buyer; (iii) any other recipient of the Services; and/or (iv) other individuals related to the provision of the Services, including third parties and/or any person who corresponds with the Seller or the Buyer in relation to the Services;

“Quotation" means the quotation provided by the Seller to the Buyer, setting out details of the Buyer, the Services (if any), the Goods, the price and any other relevant terms agreed between the parties;

“Seller” means EnviroVent Limited, a company incorporated in England and Wales under company registration number 06297051, and whose registered office is at EnviroVent House, Hornbeam Business Park, Harrogate, HG2 8PA; an

“Services” means any services, design, contracting, installation or similar service as set out in the Quotation.

1.2. Any reference to “writing” and “written” shall include email and facsimile transmission.

1.3 Any reference in these conditions of sale 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.

1.4 Any reference to the singular includes the plural and reference to a gender includes every gender.

1.5 Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.

1.6 The headings are inserted for convenience only and shall not affect the interpretation of these conditions of sale.

2. Basis of Sale

2.1 These conditions of sale apply to all contracts for the sale of Goods and the provision of Services entered into between the Buyer and the Seller. These conditions of sale are the only conditions of sale on which the Seller will supply Goods and Services and will apply to the exclusion of any previous terms and conditions of the Seller and any term, referred to, offered or relied on by either party whether in negotiation or at any stage in the dealings between the Seller and Buyer with reference to the Goods and Services, including any terms and conditions which the Buyer purports to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in the Contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.

2.2 No variation to a Contract shall be effective unless agreed in writing between an authorised representative of the Buyer and the Seller.

2.3 The Seller’s employees and agents are not authorised to make any representations concerning the Goods and/or the Services unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed and that it shall not have any right or action against the Seller arising out of or in connection with any such representation except in the case of any fraudulent misrepresentation.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, installation or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 In entering into a Contract, the Buyer assumes responsibility for the Goods and the Services being sufficient for its purpose. Unless the Seller is accepting responsibility for creating the design of the systems and Goods being sold to the Buyer, or for creating the specification for the Goods, as notified to the Buyer in writing by the Seller, the Seller is not responsible for system design and as the Buyer has greater knowledge of its own requirements, the Seller shall not accept any responsibility for the performance of the Services or suitability of the Goods in their final operating environment whether or not details of the final operating environment have been made available to the Seller.

2.6 If the Buyer wishes to enter into a Contract with the Seller, then the Buyer shall, following receipt of a Quotation from the Seller, place an order for the Goods and/ or Services. Any such order shall be an offer to purchase the relevant Goods and/ or Services on the terms set out in the Quotation and in these conditions of sale. Any Quotation issued by the Seller shall be valid for 3 months from its date, after which time the Seller reserves the right to change any of the details contained in the Quotation, including, but not limited to, the price and/or scope of the provision of the Goods and/or Services. If the Seller wishes to accept the Buyer’s offer then the Seller shall issue an Acknowledgement of Order to the Buyer, duly signed by the Seller. Once the Seller issues an Acknowledgment of Order, a Contract shall come into existence between the Seller and the Buyer in respect of the Goods and/or Services set out in the Quotation. For the avoidance of doubt, there is no obligation on the Seller to accept any orders received from the Buyer.

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

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

2.9 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 losses, damages, costs, liabilities, claims and expenses which are or will be suffered or incurred by the Seller in connection with 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.

2.10 The Seller reserves the right at any time to change the design, construction and/or specification of the Goods or substitute any materials or parts which are used in the Goods and which are unavailable for any reason with alternative materials or parts to the extent that such change is required to conform with any applicable statutory, regulatory or compliance requirements or such change does not materially affect their quality or performance. In addition, the Seller operates a policy of continuous product improvement and the Seller reserves the right to change the design, construction and/or specification of the Goods at any time if such change will in the opinion of the Seller at the time that such change is made improve or enhance the design, quality or performance of such Goods.

2.11 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 which are or will be incurred by the Seller as a result of the cancellation.

3. Liability

3.1 The Seller guarantees the Goods in accordance with the terms of its applicable written guarantee for such Goods as in force from time to time (which as at the date of acceptance of these Conditions is as set out in Appendix 1), which is provided with the Goods upon delivery in accordance with the Contract. The Seller’s liability under its guarantees is limited as stated in each relevant guarantee specific to the Goods supplied to the Buyer under the Contract.

3.2 Save as provided in Condition 3.1 and subject to Condition 3.3, the Seller shall have no Liability for or in connection with any defect in the Goods or provision of the Services or from any work done in connection with any such defect or as a result thereof, and the Seller hereby excludes all conditions, warranties and stipulations implied by law (whether by statute or common law or otherwise) to the fullest extent permitted by law.

3.3 The Seller does not exclude liability for:

3.3.1 any breach of the implied condition that the Seller has or will have the right to sell the Goods when property therein is to pass (in accordance section 12 of the Sale or Goods Act 1979);

3.3.2 when the Buyer deals as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), any breach of the implied terms relating to the conformity of the Goods with their description or sample as to their quality or fitness for a particular purpose;

3.3.3 death or personal injury resulting from its negligence or that of a person for whom it is vicariously liable;

3.3.4 its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or

3.3.5 any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

3.4 Subject to Condition 3.3, the Seller’s maximum Liability shall be limited to the price payable by the Buyer under the relevant Contract (being the price stated in the relevant Quotation).

3.5 The Buyer shall indemnify the Seller against all losses, liabilities, costs, damages and expenses that the Seller does or will incur or suffer, all claims or proceedings made, brought or threatened against the Seller by any person and all losses, liabilities, costs (on a full indemnity basis), damages and expenses the Seller does or will incur or suffer as a result of defending or settling any such actual or threatened claim or proceeding, in each case arising out of or in connection with any breach by the Buyer of its obligations to the Seller under the Contract including where they arise from the negligence of the Seller.

4. Price

4.1 The price of the Goods and the Services shall be the price included in the Seller’s most recent Quotation for the particular Goods and/or Services at the time that the Buyer places an order with the Seller for such Goods and/or Services which shall prevail over any previously quoted estimated or agreed prices.

4.2 The price is exclusive of:

4.2.1 any applicable value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which the Buyer shall pay to the Seller in addition to the price payable for the Goods and the Services if applicable in the manner and at the rate prescribed by law from time to time; and

4.2.2 delivery costs where an order for Goods and/or Services is less than £250.

4.3 The price will only be considered as firm and binding when the Buyer’s offer is accepted by the Seller in accordance with Condition 2.6.

4.4 The prices quoted are for work being carried out in normal working hours and not at weekends and any variation to the Contract requiring working outside these hours will give rise to an additional charge payable by the Buyer.

4.5 The price does not include waiting time, or any additional time spent relating to the provision of the Services or Goods which are not specified in the Quotation, and, where this is caused by an act or omission of the Buyer, this will be charged to the Buyer at the Seller’s then current normal hourly charge-out rate.

4.6 The Seller reserves the right to amend the price to reflect additional costs arising from any Force Majeure Event, from any information provided by the Buyer being inaccurate or incomplete or any failure or delay by the Buyer in providing information.

5. Payment

5.1 The Buyer shall pay the price of the Goods and/or Services as set out in Condition 4 to the Seller in accordance with this Condition 5.

5.2 If the Seller informs the Buyer that it requires payment for the Goods and/or the Services prior to delivery and/or performance of the same, the Seller will not be obliged to deliver the Goods or provide the Services until the Buyer has paid the full amount shown on the pro-forma invoice provided by the Seller to the Buyer relating to the Goods and/or the Services.

5.3 Where an account has been opened for the Buyer the Seller may in its absolute discretion set and, on written notice to the Buyer, alter the Buyer’s credit limit or terminate the Buyer’s account facilities and the Seller reserves the right not to deliver the Goods or provide the Services and/or to require payment in advance pursuant to Condition 5.2 if the price thereof increases the amount owed by the Buyer to the Seller beyond the Buyer’s credit limit applicable from time to time. If the Seller does not agree to grant credit to the Buyer, the Seller will inform the Buyer promptly following a full assessment of the Buyer’s credit application.

5.4 The Buyer shall pay invoices in full within 30 days from the date of the invoice unless stated otherwise in writing by the Seller.

5.5 If the Buyer fails to make any payment by the due date then, without prejudice to any other right or remedy available to the Seller, the Seller may without liability:

5.5.1 suspend any further work on the Contract or any other contract between the Seller and the Buyer, including any ongoing work in the provision of the Services, or cancel the Contract or any other contract between the Seller and the Buyer;

5.5.2 charge to the Buyer interest (both before and after any judgment) on the amount unpaid at the rate of 2% per annum above the base rate from time to time of the Bank of England from the due date until payment in full is made;

5.5.3 appropriate any payment made by the Buyer to such of the Goods or Services (or the goods or services supplied under any other contract between the Buyer and the Seller) as the Seller may in its absolute discretion think fit (notwithstanding any purported appropriation by the Buyer); and

5.5.4 charge the Buyer for any failed attempts to make delivery and for any waiting time, or expenses incurred during that time, at the Sellers then current normal hourly charge-out rates.

5.6 The Seller shall be entitled to payment for all instalments of the Goods and the Services provided to date to the Buyer notwithstanding that the remainder of the Goods and further provision of the Services have not yet been delivered or provided to the Buyer.

5.7 Payments to the Seller are not subject to any retention by the Buyer unless agreed prior to the placement of the order. Any payment retentions will be a maximum of 5% of the contract price with 50% of any retention payments subject to payment upon practical completion of the Services and the remainder of the payments due following the 12 month defect liability period.

5.8 The Buyer shall not be entitled to withhold payment of any amount payable under the Contract because of any disputed claim of the Buyer in respect of faulty Goods and/or Services or any other alleged breach of contract whether in respect of the Contract or any other contract between the Buyer and the Seller, nor shall the Buyer be entitled to set off against any amount payable under the Contract to the Seller any monies owed by the Seller to the Buyer on any account whatsoever, whether such a right is conferred on the Buyer by statute or otherwise

5.9 Where Goods made for a contract are available for delivery at an agreed time and the delivery is delayed at no fault of the Seller, then the Seller may issue an invoice for the cost of the Goods and the Seller shall have no liability for the delay in delivery in accordance with Conditions 6.3 and 10.

6. Delivery of the Goods

6.1 Subject to Condition 6.5, the Goods shall be delivered as set out in the relevant purchase order or, in the event that this is not set out in a purchase order, to the Buyer’s premises, unless otherwise agreed by the parties. The Buyer shall be responsible for off-loading such Goods from the Seller’s delivery vehicle at the place of delivery. The Seller shall on reasonable written request by the Buyer provide a copy of its guidelines from time to time for the movement and cranage of such Goods.

6.2 Where the Seller agrees that delivery of the Goods shall be at the Seller’s premises, the Buyer must collect the Goods from the Seller’s premises at a time and date agreed at the time of order, which should be a time no earlier than 24 hours after placing an order, unless otherwise agreed by the parties. The Buyer is responsible for off-loading the Goods from the Seller’s delivery vehicle and loading the Goods onto the Buyer’s collection vehicle.

6.3 Any dates quoted for the delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract.

6.4 The Seller may make delivery by instalments. Where 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 the Contract, or any claim made 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.

6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions, then without prejudice to any other right or remedy available to the Seller, the Seller may:

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

6.5.2 sell the Goods at the best price reasonably obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price payable by the Buyer for the relevant Goods pursuant to the Contract

6.6 Where the Buyer’s premises are located outside the UK, the Goods shall be delivered Ex Works at the Seller’s premises.

7. Loss or Damage in Transit and Non-Delivery

7.1 No claim for damage to any Goods, non-delivery of any Goods or for any shortages in the Goods delivered will be considered by the Seller unless it is advised of such claim in writing within 7 days of:

7.1.1 in the case of a claim for damage, the date of delivery of the Goods or such part thereof as are actually delivered; and

7.1.2 in the case of a claim for non-delivery, the agreed delivery date for the relevant Goods.

7.2 Any claim for damage, shortages or non-delivery shall also be notified by the Buyer to the Seller in the manner and within the time limits prescribed by the relevant carrier’s terms and conditions as set out in Appendix 2 or as otherwise advised by the Seller to the Buyer. In the case of a claim for damage, the Buyer must provide the Seller with evidence that the relevant Goods are damaged beyond repair.

7.3 In the event of a failure by the Buyer to comply with Condition 7.1 and/or Condition 7.2, then any claim which the Buyer may otherwise have pursuant to this condition will be deemed to have been waived and will be absolutely barred and, in the case of a claim for damage, the Buyer will be deemed to have accepted the Goods.

8. Risk and Property

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

8.1.1 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

8.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery to the premises or place agreed between the Buyer and the Seller or if the Buyer wrongfully fails to take delivery of the Goods at such premises or place at the time when the Seller has tendered delivery of the Goods.

8.2 The Buyer shall insure the Goods for their full price against damage or loss on an “all risks” basis with insurers approved by the Seller from the point when risk passes from the Seller to the Buyer in accordance with Condition 8.1 and shall provide to the Seller (at the Seller’s reasonable request) a copy of the relevant insurance certificate relating to the Goods.

8.3 Notwithstanding delivery and/or the passing of risk in the Goods under the terms of the Contract and subject to Condition 8.5, the property in the Goods shall not pass to the Buyer until the price of the Goods has been paid in full and payment has been made to the Seller of all other sums which are or which become due or owing from the Buyer to the Seller on any account whatsoever.

8.4 Until such time as property in the Goods passes to the Buyer in accordance with Condition 8.3, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, shall not obliterate any identifying mark on the Goods or their packaging and shall keep the Goods separate from any other Goods of the Buyer or third parties, properly stored, protected and insured and identified as the Seller’s property and the Seller shall be entitled to enter the Buyer’s premises during the Buyer’s normal business hours upon reasonable notice to verify the Buyer’s compliance with this Condition.

8.5 The Buyer shall be entitled to use or sell the Goods in the ordinary course of its business and, if it does so, legal and beneficial ownership of the Goods will pass to the Buyer immediately prior to the Buyer entering into a binding contract for the sale of those Goods.

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

8.7 Where the Seller is unable to determine whether any goods are the Goods, the Buyer, shall be deemed to have sold all goods of the kind sold by the Seller, to the Buyer in the order in which they were invoiced to the Buyer

8.8 The Seller may at any time after payment of any amount payable under the Contract has become due take possession of the Goods (which for the avoidance of doubt shall include the right to stop the Goods in transit) and remove them and the Buyer shall be deemed to have granted irrevocable authority to the Seller or its authorised sub- contractors or agents to enter upon the Buyer’s premises or other premises where the Goods may be and take possession of the Goods, and (if necessary) dismantle the Goods from anything to which they are attached.

8.9 The Seller shall have the right to maintain an action against the Buyer for the price of the Goods notwithstanding that property in the Goods has not passed.

8A. Buyer Obligations

8A.1 The Buyer will:

8A.1.1 provide the Seller with all such information and assistance as the Seller may require from time to time to perform its obligations or to exercise any of its rights under the Contract;

8A.1.2 notify the Seller within 24 hours of any discussions, negotiations or proposals with or to any one or more of the Buyer’s creditors in relation to any composition, compromise, arrangement or scheme of arrangement of debt or debts owed to any such creditor; and

8A.1.3 not re-package the Goods or remove or alter any trade marks, patent numbers, serial numbers or other identifying marks on the Goods or their packaging or add any other trademarks, patent numbers, serial numbers or other identifying marks to the Goods or their packaging.

8A.2 The Buyer will comply with the Seller’s instructions in connection with any product recall initiated by the Seller involving the Goods (or any of them).

9. Intellectual Property and Confidentiality

9.1 The Buyer shall not remove, alter, deface or tamper with any of the trade marks, names, numbers or other means of identification of the Seller used on the Goods or any accompanying documentation or packaging of the Goods, or allow anyone else to do so.

9.2 The copyright, design right and any other intellectual property rights existing in any plans, specifications, documentation, instructions or drawings of the Seller remain vested in the Seller and may not be reproduced or communicated to any third party without the prior written authority of the Seller. Nothing in the Contract will operate to transfer to the Buyer or to grant to the Buyer any licence or other right to use any of such intellectual property rights unless the Seller provides its express written consent to do so.

9.3 The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Seller its employees, agents or sub- contractors and any other confidential information concerning the Seller's business or its products which the Buyer may obtain (“Confidential Information”). The Buyer shall use the Confidential Information solely for the purpose of performing its obligations and exercising its rights under the Contract. The Buyer shall restrict disclosure of the Confidential Information to its employees, agents or sub-contractors as need to know the same for the purpose of discharging any of the Buyer's obligations under the Contract, and shall ensure that all employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Buyer.

9.4 All materials, equipment and tools, drawings, specifications and data supplied by the Seller to the Buyer shall, at all times, be and remain the exclusive property of the Seller, but shall be held by the Buyer in safe custody at its own risk and maintained and kept in good condition by the Buyer until returned to the Seller and shall not be disposed of or used other than in accordance with the Seller's written instructions or authorization.

9.5 This Condition 9 shall survive termination of the Contract, however arising.

9A. Data Protection

9A.1 The parties acknowledge and agree that the Seller shall be a data processor and the Buyer shall be a data controller in respect of the Personal Data.

9A.2 Each of the parties shall:

9A.2.1 process the Personal Data in accordance with Data Protection Laws;

9A.2.2 not put the other party in breach of the Data Protection Laws; and

9A.2.3. notify the other party without undue delay in the event of any Data Breach.

9A.3 The parties acknowledge that in their respective roles as data processor and data controller, each party is independently required to comply with any lawful request to exercise a data subject right under the Data Protection Laws. This could include requests from individuals to receive a copy of the Personal Data held about them, or for the relevant party to stop processing, or erase, their Personal Data.

9A.4 Each party agrees that it shall:

9A.4.1 as soon as reasonably practicable and without undue delay inform the other party about any:

9A.4.1.1 request relating to any of the Personal Data from any law enforcement authority (“Law Enforcement Request”);

9A.4.1.2 communication from any supervisory authority specifically relating to any of the Personal Data (“Supervisory Authority Request”); and

9A.4.1.3 request by a data subject in relation to the exercise of his or her rights pursuant to the Data Protection Laws (“Data Subject Request”), unless it is otherwise legally prohibited from doing so and to the extent permitted by the Data Protection Laws; and

9A.4.2 provide reasonable assistance to the other party, at its own cost, as necessary to enable the other party to comply with any Law Enforcement Request, Supervisory Authority Request and/or Data Subject Request.

9A.5 Each party warrants to the other party that it has:

9A.5.1 provided adequate fair processing notices to all individuals that it has contact with pursuant to the provision of Goods and/or Services as required by Data Protection Laws; and

9A.5.2 a lawful basis for processing Personal Data and for sharing Personal Data with the other party as required by Data Protection Laws.

10. Force Majeure

10.1 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Seller’s obligations in relation to the Goods and/or the Services if the delay or failure is due to a Force Majeure Event.

10.2 If the Seller is affected by a Force Majeure Event the Buyer will continue to pay the Seller’s invoices in accordance with Condition 5 in respect of any Goods and Services which the Seller continues to supply notwithstanding the occurrence of the Force Majeure Event.

11. Cancellation & Suspension Of Contract By The Seller

11.1 This Condition applies if:

11.1.1 the Buyer is in breach of any of its obligations under the Contract or any other contract between the Buyer and the Seller; or

11.1.2 a Force Majeure Event takes place; or

11.1.3 (i) the Buyer has a receiver, administrator or provisional liquidator appointed; (ii) the Buyer is subject to a notice of intention to appoint an administrator; (iii) any person takes any step or action to appoint an administrator in respect of the Buyer; (iv) the Buyer passes a resolution to appoint an administrator or for its winding-up; (v) the Buyer has a winding up order made by a court in respect of it; (vi) the Buyer or any other person proposes or the Buyer enters into any composition or arrangement with creditors; (vii) the Buyer ceases to carry on business; (viii) any steps or actions are taken in connection with any of these procedures in relation to the Buyer; or (ix) the Buyer is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction; or

11.1.4 the Seller receives notice of any claim alleging that the Goods or any part thereof or any process applied to the Goods infringe any patent copyright design right trademark or other industrial or intellectual property rights of any other person.

11.2 If this Condition 11 applies, without prejudice to any other right or remedy available to the Seller, the Seller shall then be entitled to cancel the Contract or suspend any further deliveries of Goods and/or provision of the Services under the Contract by notice to the Buyer without any liability to the Buyer and if the Goods have been delivered or the Services have been provided but not paid for then the price of the Goods and/or the Services will become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

11.3 The Buyer has no contractual right to terminate the Contract except as set out in Condition 11A.

11.4 The Buyer acknowledges that the Goods and the Services may be specific to the Buyer’s requirements and/or may not be able to be sold elsewhere and therefore if the Seller accepts any cancellation of the Contract by the Buyer in writing, then the Buyer acknowledges that it will be liable for payment for such Goods and/or Services and for any work carried out at the Seller’s then current normal hourly charge-out rate in respect of any additional services provided in connection with such a termination.

11.5 Upon termination or cancellation of the Contract for any reason, the Buyer shall return to the Seller any documentation, materials or information containing the Seller’s intellectual property rights or Confidential Information, and all copies thereof, immediately upon such termination or cancellation.

11A. Cancellation of the Contract by either party

Either party may terminate the Contract at any time on giving 60 days’ written notice to that effect to the other party.

12. Contract Works and Services

12.1 The Seller shall supply the Services to the Buyer in accordance with the Contract and the details set out in the Quotation and any specification agreed between the parties, with all reasonable skill and care. For the avoidance of doubt, time for provision of the Services will not be of the essence of the Contract. Any performance dates given by the Seller are estimates only.

12.2 The Buyer will ensure that the site and premises where the Seller is to provide the Services is ready and prepared for the provision of the Services in accordance with the specification and that such premises have adequate connections to services and facilities required for the provision of the Services to be carried out under the Contract.

12.3 The Seller is responsible for ensuring that it has the necessary staff in order to provide the Services. The Buyer shall ensure that the Seller and its staff have all the agreed drawings and other documentation, as well as all necessary forms of consent and approvals required in order for the Seller to provide the Services at the Buyer’s premises (or other premises nominated by the Buyer and agreed with the Seller in writing prior to the provision of the Services). The Buyer shall not make any alterations or changes to the drawings and/or designs without first agreeing any such changes with the Seller

12.4 The Buyer shall ensure that the Seller has all required access to the site where the Services are to be performed by the Seller, in order for the Seller to be able to carry out the provision of the Services. The Seller shall not be liable for any delay or failure to provide the Services due to the Buyer not obtaining the necessary permissions in order for the Seller to carry out the Services, or for not procuring the necessary right of access or permissions that the Seller may require in order to perform its obligations under the Contract.

12.5 The Seller is not bound to undertake any work or provide the Services as a variation or addition to the original contract unless this is agreed in writing between the parties together with full details on the cost of such additional work to be invoiced to the Buyer by the Seller for the provision of such additional services. Where no cost is agreed for such additional services, this will be charged at the Seller’s then current hourly charge-out rate.

13. General

13.1 The Seller shall be entitled to sub-contract its obligations under the Contract or any part thereof, in which event the Seller contracts on behalf of itself and its sub- contractors.

13.2 The Seller will be entitled to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under the Contract.

13.3 The Buyer will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under the Contract.

13.4 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

13.4.1 neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in the Contract;

13.4.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the Contract and which is expressly set out in the Contract will be for breach of contract; and

13.4.3 nothing in this Condition 13.4 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.

13.5 Nothing in the Contract shall constitute the Buyer as an agent of the Seller in respect of any re-sale of the Goods by the Buyer so as to confer upon a third party any rights against the Seller.

13.6 Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

13.7 Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.

13.8 The termination of the Contract howsoever arising shall be without prejudice to any rights and duties of either party which may have accrued prior to termination.

13.9 The Seller’s rights contained in Condition 8 (but not the Buyer’s rights) shall continue beyond the discharge of the parties’ primary obligations under the Contract following its termination by the Seller or breach by the Buyer.

13.10 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing 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 pursuant to this provision to the party given the notice.

13.11 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing and signed by the party giving it and only in the circumstances and for the purpose for which it was given and will not constitute a waiver of any other right, remedy, breach or default.

13.12 If any provision of the Contract is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.

13.13 The parties to the Contract confirm that they do not intend the provisions of the Contract to be enforceable by any third party who is not a party to the Contract under the Contracts (Rights of Third Parties) Act 1999.

14. Proper Law, Jurisdiction & Arbitration

14.1 The Contract and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English courts in determining any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations) (“Dispute”).

14.2 In the event of any Dispute, whether before or after termination of the Contract, either party may serve notice upon the other setting out details of the Dispute that has arisen (“Notice of Dispute”) and the parties shall use their reasonable endeavours to settle such Dispute by good faith negotiations if a settlement is not reached within a period of 60 days from the service of the Notice of Dispute, then upon written notice by either party to the other, the Dispute shall be referred to non-binding mediation in accordance with Condition 14.3.

14.3 If the parties do not reach terms of settlement of a Dispute following good faith negotiation in accordance with Condition 14.2 either party may refer the Dispute to a single mediator, to be agreed between the parties to seek to resolve the Dispute amicably. If the parties cannot agree on the single mediator within 14 days from the end of the period of 60 days from the service of the Notice of Dispute, then the parties shall refer the Dispute to the President or Vice President of the Royal Institution of Chartered Surveyors who shall appoint a single mediator on behalf of the parties. The mediator shall be deemed to commence upon the notification to both parties in writing of the appointment of a mediator by the Royal Institution of Chartered Surveyors and upon written confirmation having been received by the parties of the mediator’s acceptance of the appointment if at any time after 60 days from the commencement of the mediation no settlement has been achieved, either party may refer the dispute to the courts in accordance with Condition 14.4.

14.4 If after the parties have sought to resolve a Dispute amicably through negotiation in accordance with Condition 14.2 and through non-binding mediation in accordance with Condition 14.3 and the Dispute still remains unresolved, either party has the right to commence proceedings in the courts.

Appendix 1 Warranty Supply & Fit

If your fan has been supplied and installed by EnviroVent it is covered with a full parts and labour warranty. If you detect a fault, please contact us on 01423 810810. You will be given guidance over the phone, or an arrangement may be made for a member of our team to visit (call-out charges may apply if a fault cannot be identified).

Supply Only

If your fan has been supplied by EnviroVent and installed by a third party it is covered by a parts only warranty. If you detect a fault and the product has been installed in accordance to the fitting/wiring instructions please return the product to the place of purchase for a replacement.

Warranty Conditions & Exclusions

Please note that a receipt will be required as proof of purchase. Fans bought from an unapproved source, including but not limited to auction websites, are not covered by the warranty.

Appendix 2 Carrier Notice Periods

FedEx

Claims must be made by the Buyer within 7 calendar days after delivery or attempted delivery of the shipment.

Pallet shipments

Claims must be logged by the Buyer within 24 hours of the delivery or attempted delivery of the shipment.