ECCL 2020 Limited trading as Energy Crops Consultancy (ECC)
TERMS AND CONDITIONS FOR SALE OF GOODS
1.1 In these Conditions: the Seller means ECCL 2020 Limited trading as Energy Crops Consultancy (ECC); the Buyer means the person or company who or which has ordered Products or Services from the Seller; Products or Services means any Products or Services agreed to be supplied by the Seller; and the Contract means any contract for the sale and purchase of Products or Services between the Seller and the Buyer being any written quotation of the Seller which is accepted by the Buyer or any written order of the Buyer which is accepted by the Seller;
1.2 These Conditions shall be incorporated into each Contract and shall govern each Contract to the exclusion of any conditions of the Buyer unless expressly accepted by the Seller in writing. These Conditions may not be varied or waived except with the express written agreement of the Seller.
- Price and payment
2.1 Any price quoted or accepted is (unless otherwise stated) exclusive of sales tax, VAT (which will, where applicable, be charged at the current rate), and of any other duties and taxes which may be payable in respect of the Products (including but not limited to import or export duties) or Services which will be paid by the Buyer.
2.2 Quotations are valid for 30 days. Prices payable are those currently in effect. The Seller reserves the right to invoice at prices prevailing at the time of despatch. Extra charges will be made for all applicable taxes, carriage, and freight including insurance, packing, and special tests or inspections. In the event of a variation to an order placed by the Buyer, the price already stated shall be adjusted accordingly.
2.3 Except where expressly provided otherwise, terms of payment are net within 30 days of the invoice date. In the case of a Buyer resident outside of England and Wales, payment will (if so required by the Seller) be made by confirmed irrevocable letter of credit issued by a bank acceptable to the Seller. The Buyer shall pay interest on the amount of any late payment at a rate equal to 5% above the Bank of England base lending rate, calculated on a day to day basis until the actual date of payment.
2.4 The right is reserved by the Seller to correct any clerical or typographical invoicing errors.
3.1 The Seller reserves the right to make any change in the specification of the Products or Services which does not materially affect the installation, performance, or the price thereof; any such change shall not invalidate any order placed with the Seller or impose any liability on the Seller.
3.2 Subject to Condition 3.1, if the Seller shall cease to supply any Products or Services ordered by the Buyer, it shall give notice of the fact in writing to the Buyer (but shall not be liable for any loss or damage occasioned thereby to the Buyer) whereupon the Buyer will have the option, to be exercised within ten (10) days of the date of such notice, either to take equivalent Products or Services (if available from the Seller) or to cancel its order without further liability upon the Seller or the Buyer. If the Buyer has not exercised such option within such period, the order shall be deemed to be continued with the equivalent products or Services.
4.1 Delivery of the Products or Services will be ex the Seller’s premises. At the request and expense of the Buyer, the Seller may make arrangements for the carriage of the Products to the Buyer and for insurance of them during transit.
4.2 If the Buyer fails to take delivery of the Products or Service within 7 days after receiving notice from the Seller that they are ready for collection, the Seller may store them at the Buyer’s expense. The risk of loss of or damage to the Products or Services (other than loss or damage caused by the negligence or default of the Seller or its employees or agents) shall pass to the Buyer at the end of the 7 days.
4.3 While the Seller will use all reasonable endeavours to avoid any delay in delivery on the notified delivery dates, failure to deliver by the specified date will not be a sufficient cause for cancellation, nor will the Seller be liable for late delivery arising out of any cause whatsoever or for any consequential loss arising therefrom. Where delivery is to be made by instalments, delay in delivering one instalment shall not entitle the Buyer to refuse to accept the remaining instalments.
4.4 Delivery to or collection by any carrier for carriage to the destination indicated by the Buyer shall be deemed to be delivery of the products and the due performance of the Seller’s obligations.
- Force majeure
The Seller shall be excused from the performance of any of its obligations if and in so far as, and for so long as, such performance is delayed or prevented by circumstances beyond its reasonable control including but not limited to strikes, lock-outs, or labour disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war.
- Risk and title
Without prejudice to Condition 4.2, the Products or Services supplied under a Contract shall be at the Buyer’s risk from the moment of despatch by the Seller, but a fully legal and equitable title and interest in all and any of such Products or Services shall remain in the Seller and shall not pass to the Buyer until the Seller shall have received payment in full of all amounts due and owing from the Buyer to the Seller for the time being (including any interest accruing and owing to the Seller) [in respect of such Products or Services]. Until such receipt, the Buyer shall be and be deemed to be a bailee of the Products or Services on behalf of the Seller.
7.1 The only warranty which the Seller makes in connection with the Products and Services is its published warranty and the rights and remedies of the Buyer are solely as set out in that warranty.
7.2 The Seller shall not be liable for a breach of any of the warranties in Condition 7.1 unless:
- a) the Buyer gives written notice of the defect to the Seller, and, if the defect is as a result of damage in transit to the carrier, within 2 days of the time when the Buyer discovers the defect; and
- b) the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Seller’s cost for the examination to take place there.
7.3 The Seller shall not be liable for a breach of any of the warranties in Condition 7.1 if:
- a) the Buyer makes any further use of such Goods after giving such notice; or
- b) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods or (if there are none) good trade practice.
7.4 All other warranties, representations, or conditions (statutory or otherwise) as to the quality, condition, description, or fitness for purpose are hereby expressly excluded.
- Limit of liability
8.1 The Seller’s total liability to the Buyer under the warranty contained in Condition 7 shall be to replace the Products or Services shown to be defective or otherwise the subject of a claim or, at the Seller’s option, to reimburse the price received by the Seller for the Products or Services.
8.2 The Seller shall have no liability under the warranty contained in Condition 7 in respect of any defect in the Goods arising from specifications or materials supplied by the Buyer; fair wear and tear; wilful damage or negligence of the Buyer or its employees or agents; abnormal working conditions at the Buyer’s premises; failure to follow the Seller’s instructions (whether oral or in writing); misuse or alteration or repair of the Products or Services without the Seller’s approval; or if the total price for the Products or Services has not been paid.
8.3 The Seller shall not be liable to the Buyer for any loss, expense, or damage of any kind (including damages for loss of profit or loss of use) and whether arising from negligence or otherwise resulting from the supply, purported supply, failure to supply or from the Buyer’s use, possession or resale of the Products or Services, save in respect of death or personal injury caused by the Seller’s negligence.
8.4 Any claims by the Buyer under the warranty contained in Condition 7 must be made in writing immediately upon discovery and, in any event, within 12 months from delivery of the products or Services.
8.5 The Buyer acknowledges that the price of the Products and Services reflects the limitations contained in this Condition 8.
The Seller shall be entitled, forthwith on notice to the Buyer, to terminate any Contract with the Buyer if the Buyer becomes bankrupt or makes any composition for the benefit of creditors or, being a company, makes any voluntary arrangement with its creditors or becomes subject to an administrative order or goes into liquidation whether voluntary or compulsory (other than for the purposes of reconstruction or amalgamation) or an encumbrancer takes possession of or a receiver is appointed in respect of any of its assets. Any such termination shall be without compensation to the Buyer but without prejudice to any rights of the Seller hereunder.
- Health and safety
The Buyer must ensure that all Products and Services purchased hereunder are applied and installed in accordance with the Seller’s application and installation recommendations and the Buyer shall indemnify the Seller in respect of all liability arising in connection with any breach of this duty.
- Survival of terms
11.1 The expiration or termination of the Contract, howsoever arising, shall be without prejudice to any provisions of the Contract (including these Conditions) which are to have effect after the date of such expiration or termination.
11.2 Any terms appearing on the Buyer’s orders, or any other documents issued by the Buyer, shall be wholly inapplicable to the sale of Products and Services, and the terms of this Terms and Conditions shall prevail.
- No rights for Third Parties
A person who is not a party to the Contract shall have no right under these Terms and Conditions or other Contracts.
- Governing law and Arbitration
This document is governed by and is to be construed in accordance with the laws of England and Wales applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of England and Wales (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.