ECO BOTTLES LIMITED

TERMS AND CONDITIONS

 


1.         INTERPRETATION
1.1      In these conditions –
“buyer”          means the person who accepts a quotation of the seller for the sale of goods or whose order for goods is accepted by the seller.
“conditions”         means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the buyer and the seller.
“contract”     means the contract between the seller and the buyer consisting of the order and/or acceptance made by the parties and these conditions.
“goods”         means the goods (including any instalment of the goods or any parts of them) which the seller is to supply to the buyer under the contract.
“seller”           means Eco-Bottles Limited or any associated company or companies.
“writing”        means letter, facsimile transmission and any comparable means of communication, but not an email message.
1.2      Any reference in these conditions 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.
1.3      The headings in these conditions are for convenience only and shall not affect their interpretation.

2.         BASIS OF THE SALE
2.1      The seller shall sell and the buyer shall purchase the goods subject to these conditions which shall govern the contract to the exclusion of any other terms and conditions.
2.2      No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the buyer and the seller.
2.3      The seller’s employees or agents are not authorised to make any representations concerning the goods unless confirmed by the seller in writing.  In entering into the contract the buyer acknowledges that it does not rely on and waives any claim for breach of any such representations which are not so confirmed.
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 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      Any typographical, clerical or other error or omission in any sales literature, quotation, price-list, acceptance of offer, invoice or other document or information issued by the seller shall be subject to correction without any liability on the part of the seller.

3.         ORDERS AND SPECIFICATIONS
3.1      The buyer shall be responsible to the seller for ensuring the accuracy of the terms of any order and for giving the seller any necessary information relating to the goods within a sufficient time to enable the seller to perform the contract in accordance with its terms.
3.2      The seller reserves the right to make any changes in the specification of the goods which are required to conform with any applicable safety or other statutory requirements which do not materially affect their quality or performance.
3.3      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, damages, charges and expenses incurred by the seller as a result of cancellation.

4.         PRICE OF GOODS
4.1      The price of the goods shall be the seller’s quoted price or, where there is no quoted price or a quoted price is no longer valid, the seller’s current selling price.
4.2      The seller reserves the right by giving notice to the buyer at any time before delivery to increase the price of goods to reflect any increase in the cost to the seller which is due to any factor beyond the control of the seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specification for the goods which is requested by the buyer, or any delay caused by any instructions of the buyer or failure of the buyer to give the seller adequate information or instructions.
4.3      Subject to paragraph 6.2 below all prices quoted by the seller include delivery throughout the UK mainland but not otherwise.
4.4      The price is exclusive of any applicable value added tax which the buyer shall be additionally liable to pay to the seller at the rate applicable from time to time.

5.         TERMS OF PAYMENT
5.1      Subject to any special terms agreed in writing between the buyer and the seller, the seller shall be entitled to invoice the buyer for the price of goods on or at any time after dispatch of the goods unless the goods are to be collected by the buyer or the buyer wrongfully fails to take delivery of the goods, in which case the seller shall be entitled to invoice the buyer for the price at any time after the seller has notified the buyer that the goods are ready for collection or (as the case may be) the seller has tendered delivery of the goods.
5.2      The buyer shall pay the price of the goods within twenty-eight days of the date of the seller’s invoice, notwithstanding that delivery may not have taken place and that the property in the goods have not passed to the buyer.   The time for payment of the price shall be of the essence of the contract.  Receipts for payment will only be issued upon request.
5.3      If the buyer fails to make any payment on its due date then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to:
5.3.1   cancel the contract or suspend any further deliveries to the buyer;
5.3.2   appropriate any payment made by the buyer to such of the goods (or the goods supplied under any other contract between the buyer and the seller) as the seller may think fit (notwithstanding any purported appropriation by the buyer); and
5.3.3   charge the buyer interest (both before and  after any judgment) on the amount unpaid, at the rate of 3% per annum above Natwest Bank PLC base rate from time to time from the date on which payment is due until payment in full is made.

6.         DELIVERY
6.1      Any dates quoted for 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 unless previously agreed by the seller in writing.  The goods may be delivered by the seller in advance of the quoted delivery date upon giving reasonable notice to the buyer.
6.2      Delivery of the goods shall be made by the seller to the buyer at such location as the buyer shall have specified on placing the order or not less than 10 working days before the due date for delivery.  The cost of delivery throughout the UK mainland is included in the price of the goods, save in the case of deliveries of less than one case of the goods, for which an additional charge (to be notified on receipt of order by the seller) may be made for delivery.
6.3      Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract.  Failure by the seller to deliver any one or more of the instalments in accordance with these conditions or any claim by the buyer in respect of any one or more instalments shall not entitle the buyer to reject any other instalment or to treat any other contract as repudiated.
6.4      If the seller fails to deliver the goods for any reason other than any cause beyond the seller’s reasonable control or the buyer’s fault, and the seller is accordingly liable to the buyer, the seller’s liability shall be limited to a refund of the price of the goods.
6.5      If the buyer fails to take delivery of the goods or fails to give the seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the buyer’s reasonable control or by reason of the seller’s fault) then, without prejudice to any other right or remedy available to the seller, the seller may:
6.5.1   store the goods until actually delivered and charge the buyer for the reasonable cost (including insurance) of storage, or
6.5.2   sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the buyer for the excess over the price paid by the buyer under the contract or charge to the buyer for any shortfall below the price paid under the contract.

7.         RISK AND PROPERTY
7.1      Risk of damage to or loss of the goods shall pass to the buyer:-
7.1.1   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, and
7.1.2   in the case of goods to be delivered otherwise than at the seller’s premises, at the time of delivery or, if the buyer wrongfully fails to take delivery of the goods, the time when the seller has tendered delivery of the goods.
7.2      Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the buyer until the seller has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by the seller to the buyer for which payment is then due.
7.3      The buyer shall not be entitled to pledge or in any way charge by way of security for an indebtedness any of the goods which remain the property of the seller.
7.4      Until such time as property in the goods passes to the buyer the seller shall be entitled at any time to require the buyer to deliver up the goods to the seller or at its direction and if the buyer shall fail to do so forthwith the seller, its employees, agents and sub-contractors shall be at liberty to enter any premises of the buyer where the goods are stored, at any time during normal business hours and remove any or all of the goods and the buyer shall permit and/or authorise such employees, agents or sub-contractors together with such vehicles and equipment as they shall require to enter such premises and remove such goods.

8.         WARRANTIES AND LIABILITY      
8.1      Subject to the conditions set out below the seller warrants that at the time of delivery the goods will correspond with their specification and will be free from defects in material and workmanship.
8.2      Subject as expressly provided in these conditions, and except where the goods are sold to a person acting as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.3      Where the goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the buyer are not affected by these conditions.
8.4      Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet any specification thereof is notified to the seller in accordance with Clause 8.5 the seller shall be entitled to replace the goods (or the part in question) free of charge, or, at its option, refund to the buyer the price of the goods (or a proportionate part of the price), but the seller shall have no further liability to the buyer.
8.5      Any claim by the buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the buyer) be notified to the seller within forty-eight hours from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within forty-eight hours after discovery of the defect or failure.  If delivery is not refused, and the buyer does not notify the seller accordingly, the buyer shall not be entitled to reject the goods and the seller shall have no liability for such defect or failure, and the buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
8.6      Except in respect of death or personal injury caused by the seller’s negligence, the seller shall not be liable to the buyer by reason of any representation, or any implied warranty condition or other term or any duty at common law or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the buyer, except as expressly provided in these conditions.
8.7      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, if the delay or failure was due to any cause beyond the seller’s reasonable control.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the seller’s reasonable control:-
8.7.1   act of God, explosion, flood, tempest, fire or accident.
8.7.2   war or threat of war, sabotage, insurrection, civil disturbance or requisition.
8.7.3   acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority.
8.7.4   import or export regulations or embargo.
8.7.5   strikes, lock-outs or other industrial acts or trade disputes (whether involving employees of the seller or of a third party).
8.7.6   difficulties in obtaining raw materials, labour, fuel, parts or machinery.
8.7.7   power failure or breakdown in machinery.
8.8.     Except in respect of death or personal injury caused by the seller’s negligence (for which no limit shall apply), the seller’s entire liability in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with the contract shall be limited to the sum of £500,000.

9.         INSOLVENCY OF BUYER
9.1      This clause applies if:-
9.1.1   the buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2   an encumbrancer takes possession or a receiver is appointed, of any of the property or assets of the buyer; or
9.1.3   the buyer ceases, or threatens to cease, to carry on business; or
9.1.4   the seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the buyer and notifies the buyer accordingly.
9.2      If this clause applies then, without prejudice to any other right or remedy available to the seller, the seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the buyer, and if the goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

10.      GENERAL
10.1    Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the 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.
10.2    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.
10.3    If any provision of these conditions 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 thereby.
10.4    The contract shall be governed by the laws of England and the parties submit to the jurisdiction of the English courts.