Easivent terms and conditions
1. General
Unless otherwise agreed in writing, these conditions of sale (“Conditions) apply exclusively to each transaction (“Contract”) for the sale of materials and goods by Easivent to the customer and purchaser of such materials and goods (“Purchaser”).
2. Price
2.1 The price of the materials and goods (“the Price”) is the price contained in Easivent non-binding quotation (or, if no price is quoted, the current list price of the materials and goods) and is exclusive of VAT, delivery, packaging, carriage and insurance, which may be charged. No order will become binding upon Easivent until it has been expressly accepted by Easivent in writing. Easivent is entitled to increase the Price at any time before the Contract is accepted by them to reflect any increase in its costs because of any factor beyond its control or any changes in delivery dates, quantities or specifications requested by the Purchaser or any delay caused by the Purchaser’s failure to provide adequate information or instructions.
2.2 Subject to clause 3 Easivent must receive payment for the whole of the price of the goods ordered by the Purchaser, and any applicable charges for carriage and insurance, before any order can be accepted unless Easivent have agreed otherwise in advance in writing.
2.3 Delivery prices are quoted for UK mainland orders only. Further charges shall be levied and are deemed to apply for all deliveries outside the UK mainland.
3. Payment
3.1 If credit is approved accounts shall be due for payment not later than 30 days following the date in which the invoice is dated unless otherwise expressly agreed.
3.2 If the Price (plus VAT and other applicable charges) is not paid in full when due then, without affecting any of Easivent’s other rights or remedies, Easivent may cancel the Contract and/or suspend any further deliveries or performance of the contract and charge interest at 8% per annum above the bank of England base rate current at the time on all unpaid amounts; withdraw all credit facilities extended and require immediate payment of all outstanding invoices whether or not due for payment, and/or cancel and withdraw any trade discount allowed on the Price.
3.3 All accounts are payable without discount or deduction for any set-off or counterclaim whatsoever unless otherwise agreed in writing by Easivent. Easivent reserves the right to levy a handling charge for supplying materials and goods which are specially ordered. Cancellation of these items will not be allowed under any circumstances and if the Purchaser does not accept delivery then Easivent will charge the Purchaser as if the material and goods had been delivered.
4. Availability
Easivent will endeavour to hold sufficient stock to meet all orders, if Easivent have insufficient stock to supply or deliver the goods ordered and paid for by the Purchaser, Easivent may, at their discretion, supply or deliver a substituted product or refund the price paid for such goods as soon as possible and in any case within 30 days or, in the case of a trade customer, Easivent may, at their absolute discretion, as soon as possible raise credit to offset the amount invoiced.
5. Delivery
5.1 Easivent will deliver the goods in accordance with the order. A valid signature will be required and delivery occurs when the Goods are handed over to the Purchaser, its agent or carrier. Delivery dates quoted are approximate only and Easivent shall not be liable for any delay in the delivery of the materials and goods.
5.2 If the Purchaser fails to take delivery of the materials and goods or fails to give adequate delivery instructions then, without affecting any of Easivent’s other rights or remedies, Easivent may invoice the Purchaser for the materials or goods, store them until actual delivery and charge the Purchaser for the reasonable costs (including insurance) of such storage and redelivery.
5.3 Any claim by the Purchaser for non or incorrect delivery (whether or not delivery is refused by the Purchaser) must be notified to Easivent, such notice to strictly in accordance with condition 15 hereto, within 10 days from the scheduled agreed delivery date. If delivery is not refused, and the Purchaser does not notify Easivent accordingly, the Purchasers right to reject the materials and goods shall be deemed to have been waived.
6. Risk and Property
6.1 Risk of damage to or loss of the materials and goods passes on delivery or, if the Purchaser fails to take delivery without good cause, at the time when delivery is tendered. Where materials and goods are held on consignment the Purchaser may be required to enter into an additional agreement.
6.2 Title to and property in the material and goods does not pass to the Purchaser until Easivent has received full payment of the Price (plus VAT and other applicable charges) and all other sums due to Easivent from the Purchaser. Until property in the material and goods passes to the Purchaser, it will hold these as Easivent’s fiduciary agent and bailee, and will keep them separate from its own and those of any other third parties, properly stored, protected, insured and identified as Easivent’s property and the Purchaser will not pledge or charge the materials and goods by way of security or otherwise.
6.3 Breach of any of the provisions of this Condition will result in all money owing by the Purchaser to Easivent (without affecting any of Easivent’s other rights or remedies) becoming immediately due and payable. Easivent may, before property in the materials and goods passes, require the Purchaser to deliver up the materials and goods to it and, if the Purchaser fails to do so, may repossess them. The Purchaser grants Easivent an irrevocable licence to enter, with or without vehicles, any of its premises for the purpose of inspecting or repossessing the materials and goods.
7. Insolvency of Purchaser
If the Purchaser makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt, or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), or an encumbrance takes possession, or a receiver is appointed of any of the property or assets of the Purchaser, or the Purchaser ceases or threatens to cease to carry on business or Easivent Reasonably apprehends that any of the events mentioned in this Condition is about to occur (and notifies the Purchaser accordingly) then without affecting any of Easivent’s other rights or remedies, Easivent Is entitled to cancel the Contract or suspend any further deliveries without incurring any liability. Additionally if the materials and goods have been delivered but not paid for, the Price (plus VAT and other applicable charges) will become immediately due and payable despite any previous agreement or arrangements to the contrary.
8. Goods Warranty
8.1 Except as set out below in this Condition and unless otherwise agreed in writing Easivent warrants that the materials and goods will be free from defects at the time of collection/delivery. All other warranties, conditions or other terms implied by statute or common law (including fitness for purpose) are excluded to the fullest extent permitted by law. This warranty is not transferable in any way.
8.2 Where materials and goods are sold with the benefit of a written warranty from the manufacturer of such materials and goods, Easivent (as agent for the manufacturer) will honour the terms of the manufacturer’s warranty supplied with those materials and goods in place of the warranty given in condition 8.1 above.
8.3 Unless credit has been granted, no warranty claim may be made if the Purchaser has not paid the Price in full.
8.4 Subject to the terms of any warranty given under Condition 8, where a valid warranty claim is made in respect of any of the materials and goods under Condition 8.1 Easivent can choose either to repair or replace the such materials and goods (or the part in question) free of charge or grant credit to or refund to the Purchaser the Price of the materials and goods (or a proportionate part of the price) Easivent’s absolute discretion, but Easivent will have no further liability to the Purchaser under the warranty. Unless otherwise agreed in writing, no warranty is given by Easivent as to the quality of fitness for purpose of second-hand materials and goods and any implied warranties are excluded to the fullest extent permitted by law.
8.5 Purchasers are advised to read the instructions supplied with all Goods and to follow those instructions closely. If the Purchaser has any doubts about the interpretation of the instructions, it should seek advice from Easivent.
9. Limitations of Liability
9.1 Easivent shall not be liable to the Purchaser because of any representation (unless fraudulent), or any warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, business, contracts, opportunity, goodwill, revenue, anticipated savings, expenses, costs or similar loss, and/or any indirect, special or consequential loss or damage (whether for loss of profit or otherwise). Whether caused by the negligence, breach of contract, tort, or breach of statutory duty of Easivent its employees or agents or otherwise, arising out of or in connection with the Contract.
9.2 Easivent shall have no other liability to pay money to the Purchaser by way of compensation or the like other than such refund that Easivent shall deem it appropriate to make under these conditions. Any other liability of Easivent to the Purchaser in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with the Contract, is limited to the Price. Any advice, instruction and/or recommendation relating to the materials and goods and/or their use (whether written or oral) given by Easivent’s employees (“Advice”) is given in good faith, but Easivent only warrants that written Advice is given with reasonable skill and care. No further duty or responsibility is accepted by Easivent.
10. Cancellation and returns
10.1 The Purchaser may subject to condition 3.3 above cancel the order by giving Easivent notice of cancellation within 30 days of the agreed date of delivery. Such notice shall be given in strict accordance with condition 15 hereto. If the Purchaser wishes to cancel because of any problem with the goods, then the Purchaser is required to notify Easivent of the problem at the time of cancellation.
10.2 On cancellation the Purchaser must return the goods to Easivent at the Purchaser’s cost unless the goods are being returned because they are proved to be faulty, incorrect goods or because of unsuitable substitution by Easivent, in which case Easivent will meet the cost of return subject to the proviso that they Easivent nominate the carrier.
11. Termination
Easivent may suspend further supply or delivery, stop any goods in transit or terminate the contract by notice in writing to the Purchaser if the Purchaser is in breach of an obligation hereunder or is unable to pay its debts when they fall due or proceedings are commenced by or against the Purchaser alleging bankruptcy or insolvency. Upon termination, the Purchaser’s indebtedness to Easivent becomes immediately due and payable and Easivent shall be under no further obligation to supply goods to the Purchaser
12. Force Majure
Easivent Is not liable to the Purchaser for any failure or delay in performance of the Contract or for any damage or defect to goods supplied or delivered hereunder caused by any event or circumstances which is beyond its reasonable control including but not limited to the use or threat of terrorism and or/the activities taken by the relevant authorities in dealing with such use or threat, civil commotion, strikes, lockouts, and any other industrial disputes including any such disputes as might occur between Easivent and its employees.
13. Design and Reproduction
Drawings, photographs, part numbers, layout and style are considered property. Reproduction in whole or in part, strictly prohibited without written permission. Quantities and measurements are approximate. Exact product may vary from that shown. All products are subject to availability.
14. Third Parties
Each Contract will only confer rights and benefits on the Purchaser and no third party will acquire any rights or benefits under the Contract or these Conditions.
15. Notices
Any notice given by the Purchaser under these Conditions must be in writing, sent recorded delivery and be addressed to the registered office or principal place of business of the addressee or any other address as may at the relevant time have been notified as the correct address for service of documents.
16. Assignment
The Contract may not be assigned by the Purchaser, but Easivent may assign or subcontract all or any of its rights or obligations.
17. Entire Agreement
These Conditions and the documents referred to in them, set out the entire agreement between the Parties and supersede any previous agreements between the Parties relating to the subject matter of the Contract.
18. Law and Jurisdiction
English law governs these Conditions and each Contract and the Parties agree to the exclusive jurisdiction of the English Courts.